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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 20-F







|(Mark | One)
|----- | ----

| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------------

OR



| ̈ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

OR



|x | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from April 1, 2012 to June 30, 2012

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company
report

Commission file number: 001-34564





LE GAGA
HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Its Charter)





N/A

(Translation of Registrants Name Into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

Unit 1105, The Metropolis Tower

10 Metropolis Drive

Hung Hom, Kowloon

Hong Kong

(Address of Principal Executive Offices)

Auke Cnossen, Chief Financial Officer

Unit 1105, The Metropolis Tower

10 Metropolis Drive

Hung Hom, Kowloon

Hong Kong

Tel: +852-3162-8585

Fax: +852-3167-7227

E-mail: ir@legaga.com.hk

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)





Securities registered or to be registered pursuant to Section 12(b) of the Act:



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|                                                                                                               |  |                                                               |  | 
|-------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------- |  | 
|Title of Each Class                                                                                            |  | Name of Each Exchange on Which
Registered                    
|Ordinary shares, par value US$0.01 per share*
American Depositary Shares, each representing 50 ordinary shares |  | The NASDAQ Stock Market LLC (The NASDAQ Global Select Market)



|* | Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American depositary shares, each representing 50 ordinary shares
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the transition report.

2,281,430,300 ordinary shares, par value $0.01 per share, as of June 30, 2012, after deducting (1) 19,351,850 of ordinary
shares repurchased and (2) 17,808,850 ordinary shares issued to Citi (Nominees) Limited, as nominee for Citibank, N.A., the depositary of our ADS program, to facilitate our future issuance of ADSs upon the exercise of options under our share
incentive plans.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes  ̈ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. Yes  ̈ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No  ̈

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes  ̈ No  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer   ̈                 Accelerated
filer  x                 Non-accelerated filer   ̈

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing:



|             |  |                                                                                                          |  |         
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | --------
|U.S. GAAP   ̈ |  | International Financial Reporting Standards as issued by the International Accounting Standards Board  x |  | Other   ̈

* If Other has been checked in response to the previous question, indicate by check mark
which financial statement item the registrant has elected to follow.  Item 17   ̈ Item 18  ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes   ̈ No   ̈

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes  ̈  No  ̈









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TABLE OF CONTENTS



|                                                                                      |  |  |    | 
|------------------------------------------------------------------------------------- |  |  | -- | 
|Explanatory Note                                                                      |  |  | 3  | 
|                                                                                      | 
|Introduction                                                                          |  |  | 3  | 
|                                                                                      | 
|Forward-Looking Statements                                                            |  |  | 3  | 
|                                                                                      | 
|Part I                                                                                |  |  | 4  | 
|                                                                                      | 
|Item 5. Operating and Financial Review and Prospects                                  |  |  | 4  | 
|Item 8. Financial Information                                                         |  |  | 23 | 
|                                                                                      | 
|Part II                                                                               |  |  | 23 | 
|                                                                                      | 
|Item 13. Defaults, Dividends Arrearages and Delinquencies                             |  |  | 23 | 
|Item 14. Material Modifications to the Rights of Secuirty Holders and Use of
Proceeds |  |  | 23 | 
|                                                                                      | 
|Part III                                                                              |  |  | 23 | 
|                                                                                      | 
|Item 18. Financial Statements                                                         |  |  | 23 | 
|Item 19. Exhibits                                                                     |  |  | 24 | 



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Explanatory Note

On August 24, 2012, our board of directors approved a change in our fiscal year end from March 31 to June 30. As a result,
we are required to file this transition report on Form 20-F for the transition period from April 1, 2012 to June 30, 2012. We note that this transition report on Form 20-F is filed pursuant to Rule 13a-10(g)(4) of the Securities Exchange
Act of 1934, as amended, which permits us to respond to only Items 5, 8.A.7., 13, 14 and 17 or 18 of Form 20-F.

Introduction

Unless the context otherwise requires, in this transition report on Form 20-F:



| |  |  | We, us, our company, and our refer to Le Gaga Holdings Limited, any entity carrying on Le Gagas
current business prior to the restructuring transactions through which Le Gaga became our listing vehicle, and their respective subsidiaries;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | China or PRC refers to the Peoples Republic of China, excluding Taiwan, Hong Kong and Macau;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | ADSs refers to American Depositary Shares, each representing 50 of our ordinary shares;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Renminbi or RMB refers to the legal currency of China; and
| | - |  | --------------------------------------------------------------



| |  |  | $, US$ or U.S. dollars refers to the legal currency of the United States.
| | - |  | -------------------------------------------------------------------------------

Names of certain companies provided in this transition report are translated or transliterated from their original Chinese legal names.

Discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due
to rounding.

We and certain selling shareholders of our company completed the initial public offering of 10,871,599 ADSs on
November 3, 2010. On October 29, 2010, we listed our ADSs on the NASDAQ Global Select Market under the symbol GAGA.

Our business is primarily conducted in China and substantially all of our revenues are denominated in RMB. This transition report contains translations of RMB amounts into U.S. dollars at specific rates
solely for the convenience of the readers. Unless otherwise noted, all translations from RMB to U.S. dollars in this transition report were made at a rate of RMB6.3530 to US$1.00, the noon buying rate in effect as of June 29, 2012 in The City
of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the
case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On
November 16, 2012, the noon buying rate was RMB6.2354 to US$1.00.

Forward-Looking Statements

This transition report on Form 20-F contains forward-looking statements that involve risks and uncertainties. All
statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially
different from those expressed or implied by the forward-looking statements.

The words may, could,
would, will, expect, anticipate, aim, estimate, intend, plan, believe, potential, future, continue,
is/are likely to and other similar expressions may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. We have based these forward-looking statements
largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include,
among other things, statements about:



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| |  |  | our anticipated growth strategies, including increasing our greenhouse coverage, increasing our production scale, strengthening our sales, marketing
and distribution efforts, focusing on high quality off-season products, improving our product mix, and expanding our research and development capability;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our future business development, results of operations and financial condition;
| | - |  | -------------------------------------------------------------------------------



| |  |  | weather conditions that affect the production, harvest, transportation, storage and trade of fresh produce;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | trends and competition in the fresh vegetable market;
| | - |  | -----------------------------------------------------



| |  |  | future changes in laws or regulations affecting our business; and
| | - |  | -----------------------------------------------------------------



| |  |  | changes in general economic and business conditions in China.
| | - |  | -------------------------------------------------------------

You should thoroughly read this transition report and the documents that we refer to with the understanding that our actual future
results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements. We would like to caution you not to place undue reliance on forward-looking statements and you
should read these statements in conjunction with the risk factors disclosed in Item 3. Key InformationD. Risk Factors contained in our annual report on Form 20-F filed with the SEC on July 20, 2012 and elsewhere in this
transition report. Those risks are not exhaustive. We operate in an emerging and evolving environment. New risk factors emerge from time to time and it is impossible for our management to predict all risk factors, and we cannot assess the impact of
all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to materially differ from results contained in any forward-looking statement.

You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable law.

Part I

Item 5. Operating and
Financial Review and Prospects

The following discussion of our financial condition and results of operations is based upon
and should be read in conjunction with our consolidated financial statements and their related notes included in this transition report. Certain information contained in the discussion and analysis set forth below and elsewhere in this transition
report includes forward-looking statements that involve risks and uncertainties. See G. Safe Harbor below for a discussion of important factors that could cause actual results to differ materially from the results described in or
implied by the forward-looking statements contained in this transition report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

A. Operating Results

Overview

We are a leading greenhouse vegetable producer in China. We focus on applying advanced agricultural know-how to grow safe and consistently
high-quality vegetables.

We sell over 50 varieties of vegetables to wholesalers, institutional customers and supermarket
chains in China and Hong Kong. Our customers include Walmart and the top three Hong Kong supermarket chains, Wellcome, ParknShop and Vanguard. Sales to wholesalers are our largest revenue contributor and accounted for 50.7% and 51.9% of our total
revenue in the three months ended June 30, 2011 and 2012, respectively.

We operated 11 farms with an aggregate area of
26,124 mu (1,742 hectares) in the Chinese provinces of Fujian, Guangdong and Hebei as of June 30, 2012. Ten of our farms, with an aggregate area of 22,142 mu (1,476 hectares), are located in Fujian and Guangdong near our target markets in
southern China, which offers a favorable climate for year-around crop cultivation. In addition, we operate one farm in Hebei province to produce vegetables that grow best in a cooler climate. We use greenhouses to grow vegetables in most of our
Fujian and Guangdong farms. As of June 30, 2012, our greenhouses covered approximately 34.1% of our total arable land. Greenhouses protect our crops from adverse weather conditions, such as typhoons and rainstorms. They also create a favorable
microclimate that, together with our horticultural know-how, allows us to grow and sell high-priced vegetables of superior quality and uniform size, as well as off-season vegetables during the winter, which enables us to avoid selling into a highly
commoditized market. Compared to open-field farming, greenhouse cultivation thus improves our revenue per mu, profit margins and return on our investment expenditures. Accordingly, our greenhouses have contributed to a significantly higher
percentage of our revenues than would be suggested by their percentage coverage of our arable land.



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In the three months ended June 30, 2011 and 2012, our revenue was RMB123.3 million and
RMB123.2 million ($19.4 million), respectively. We had a net loss of RMB8.5 million (US$1.3 million) for the three months ended June 30, 2012, compared to a net profit of RMB12.6 million for the same period in 2011.

Financial Overview

Revenue

We derive substantially all of our revenue from the sale of fresh vegetables. Our revenue decreased slightly from
RMB123.3 million in the three months ended June 30, 2011 to RMB123.2 million ($19.4 million) in the same period in 2012. The slight change in revenue was primarily attributable to the offsetting effect of (1) an increase in revenue-per-mu,
which in turn was due to an increase in average selling price of our produce, and (2) a decrease in average operating land from 20,569 mu for the three months ended June 30, 2011 to 20,062 mu for the three months ended June 30, 2012.
The decreased in average operating land was due to an increase in land under construction or reserved during the three months ended June 30, 2012.

Our revenue-per-mu increased from RMB6,046 per mu (RMB90,690 per hectare) for the three months ended June 30, 2011 to RMB6,129 ($965) per mu (RMB91,935 ($14,475) per hectare) for the three months
ended June 30, 2012. The increase in our revenue-per-mu was primarily attributable to (1) increased greenhouse coverage, which leads to (a) better product mix, i.e., more solanaceous products and (b) improved quality of our
products, (2) enhanced cultivation know-how, and (3) market inflation. As of June 30, 2011 and 2012, a total of 7,150 mu (477 hectares) and 8,915 mu (594 hectares) of our arable land was covered by greenhouses, respectively,
accounting for 32.6% and 34.1% of our total arable land as of each of the respective dates. As of June 30, 2011 and 2012, a total of 1,217 mu (81 hectares) and 6,014 mu (401 hectares) of our arable land was under construction or reserved. The
size of our arable land amounted to 21,952 mu (1,463 hectares) and 26,124 mu and (1,742 hectares) as of June 30, 2011 and 2012, respectively.

We sell fresh vegetables to wholesalers, institutional customers and supermarket chains in China and Hong Kong. The following table sets forth a breakdown of our revenue by sales channels, in absolute
amounts and as a percentage of total revenue, for the periods indicated.



|                        |  |                                    |         |  |      |  |       |     |  |  |         |  |  |   |        |  |  |  |       | 
|----------------------- |  | ---------------------------------- | ------- |  | ---- |  | ----- | --- |  |  | ------- |  |  | - | ------ |  |  |  | ----- | 
|                        |  | Three Months Ended June 30,        |        
|                        |  | 2011                               |         |  | 2012 | 
|                        |  | RMB                                |         |  | %    |  |       | RMB |  |  | $       |  |  | % |       
|                        |  | (In thousands, except percentages) |        
|Wholesalers             |  |                                    | 62,542  |  |      |  | 50.7  |     |  |  | 63,968  |  |  |   | 10,069 |  |  |  | 51.9  | 
|Institutional customers |  |                                    | 51,412  |  |      |  | 41.7  |     |  |  | 54,224  |  |  |   | 8,535  |  |  |  | 44.0  | 
|Supermarkets            |  |                                    | 9,347   |  |      |  | 7.6   |     |  |  | 5,047   |  |  |   | 795    |  |  |  | 4.1   | 
|Others(1)               |  |                                    | 31      |  |      |  | 0.0   |     |  |  | 9       |  |  |   | 1      |  |  |  | 0.0   | 
|                        |  |                                    |         |  |      |  |       |     |  |  |         |  |  |   |        |  |  |  |       | 
|Total                   |  |                                    | 123,332 |  |      |  | 100.0 |     |  |  | 123,248 |  |  |   | 19,400 |  |  |  | 100.0 | 
|                        |  |                                    |         |  |      |  |       |     |  |  |         |  |  |   |        |  |  |  |       | 



|(1) | Includes retailers and small distributors who are not our regular customers.
|--- | ----------------------------------------------------------------------------

Sales to wholesalers were our largest revenue contributor in the three months ended June 30, 2011 and 2012. Sales to wholesalers grew from RMB62.5 million in the three months ended June 30, 2011
to RMB64.0 million ($10.1 million) in the three months ended June 30, 2012. The growth of our sales to wholesalers was primarily attributable to (i) the successful implementation of our strategy to adjust our product mix to meet the
increasing local and regional demand for high-quality fresh vegetables in the PRC domestic market, and (ii) the increasing recognition of our corporate brand in the wholesale markets.

A large proportion of our sales to institutional customers are made to export traders, who purchase vegetables from us and resell them in
the overseas markets. Our institutional customers also include produce processing companies, large company cafeterias and large logistic traders. Sales to our top five institutional customers by revenue accounted for 45.8% and 65.2% of our total
sales to institutional customers in the three months ended June 30, 2011 and 2012, respectively.



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We also sell our produce to supermarket chains in Hong Kong and China, with Hong Kong sales
constituting a major portion of the supermarket sales. Sales to supermarket chains decreased from RMB9.3 million in the three months ended June 30, 2011 to RMB5.0 million ($0.8 million) in the three months ended June 30, 2012. The decrease
in sales to supermarkets was primarily because we ceased operation of all concession sales to the Hong Kong supermarket customers during the fiscal year ended March 31, 2012.

From time to time, we also purchase from third parties a small number of vegetable varieties that we do not produce to fulfill the
diverse demand of our supermarket customers in Hong Kong.

Our customer base has narrowed from 95 customers in the three
months ended June 30, 2011 to 88 customers in the three months ended June 30, 2012. Sales to our top five customers collectively accounted for 20.1% and 30.4% of our revenue in the three months ended June 30, 2011 and 2012,
respectively. Sales to our top customer accounted for 10.8% of our revenues in the three months ended June 30, 2012. No single customer accounted for over 10% of our revenue during the three months ended June 30, 2011.

Cost of Inventories Sold

Our cost of inventories sold comprises (1) direct materials such as seeds, fertilizers and pesticides, (2) labor costs associated with our cultivation activities, (3) manufacturing expenses
of our farmland facilities such as rents, salaries for administrative staff, utilities and depreciation, (4) costs associated with the purchase from third parties of certain vegetables that we do not produce to fulfill the diverse demand of our
supermarket customers in Hong Kong, and (5) biological assets fair value adjustment at the point of harvest.

Our cost of
inventories sold was RMB106.3 million and RMB108.0 million ($17.0 million) in the three months ended June 30, 2011 and 2012, respectively.

Although adjusted cost of inventories sold (cost of inventories sold before biological assets fair value adjustment) is a non-IFRS measure, we believe that separate analysis of the cost of inventories
sold excluding the fair value adjustment adds clarity to the constituent parts of our cost of inventories sold and provides additional useful information for investors to assess our cost structure.

Our adjusted cost of inventories sold decreased from RMB46.9 million in the three months ended June 30, 2011 to RMB46.0 million
($7.2 million) in the three months ended June 30, 2012.

Our direct material costs are affected by our production volume,
the cost of agricultural inputs, our product mix, our plantation model and our horticultural know-how. Greenhouse production, as compared to open field production, typically results in more efficient utilization of inputs such as seeds, fertilizers
and other growing materials. As such, material costs as a percentage of revenue decreased. At the same time, our seed costs decreased due to improved production techniques, partly off-set by more plantation of higher value solanaceous products which
typically have more expensive seeds. As most of our fertilizers are organic fertilizers and the prices of organic fertilizers are less volatile compared to those of chemical fertilizers, the unit cost of our fertilizers did not materially change
during the three months ended June 30, 2012 as compared to the three months ended June 30, 2011.

Our business is
labor intensive. As of June 30, 2012, we indirectly hired 2,602 farm workers through a labor company to perform all agricultural labor work on our farms. We have observed an overall tightening of the labor market in the PRC and an emerging
trend of shortage of labor supply in China. Furthermore, labor costs have been increasing in China in recent years and may continue to increase in the near future. Our labor costs amounted to RMB10.9 million and RMB11.0 million ($1.7 million) in the
three months ended June 30, 2011 and 2012, respectively, accounting for 8.8% and 8.9% of our revenue during the respective period. We do not expect that the overall tightening of the labor market will have a material adverse effect on our
expansion plans, as our standardized production process can be easily followed by farm workers with minimal skills, allowing us to hire farm workers from a large labor pool. We have experienced wage inflation and require more skilled laborers,
causing higher wages, because we expand our greenhouse coverage and upgrade our product mix towards higher value solanaceous products. The adverse effect from increases in wages has been mitigated because our greenhouses have typically resulted in
better utilization of labor compared to open field farming and solanaceous crops are less labor intensive compared to leafy and cruciferous vegetables. However, a further increase in labor costs will increase our business operation costs and our
financial position may be adversely affected.

Our manufacturing expenses are primarily affected by our greenhouse expansion.
Higher greenhouse coverage will lead to higher depreciation and lower fixed costs, such as rent, as a percentage of sales. Land rents have been increasing in China in recent years and may continue to increase in the near future. We do not expect
that increasing land rents have a material adverse effect on our cost structure as our productivity as measured by revenue per mu increases due to higher greenhouse coverage.



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Purchases of third party produced vegetables have declined as we ceased all concession sales
in the Hong Kong supermarket channel during the fiscal year ended March 31, 2012.

Biological Assets Fair Valuation and Its Impact on
Cost of Inventories and Results of Operations

As a company primarily engaged in agricultural activities, we have adopted
International Accounting Standard 41 Agriculture, or IAS 41, in the measurement of biological assets and agriculture produce. IAS 41 applies to biological assets, such as living plants related to managed agricultural activity that
are in the process of growing, degenerating, regenerating and/or procreating and that are expected to eventually result in agricultural produce, as well as agricultural produce at the point of harvest. Our biological assets represent the growing
crops, including vegetables, fresh fruits, tea trees and fir trees in our various production bases in China.

We recognize in
our income statements the changes in the fair value less costs to sell of biological assets, which include the agricultural produce (vegetables and fruits) harvested during the reporting period and the vegetables and trees on the farmland at each
reporting period end. In addition, cost of inventories sold represents the deemed cost of the agricultural produce based on the fair value less costs to sell at the point of harvest. Costs to sell are the incremental costs incurred in selling the
agricultural produce. With respect to the agricultural produce harvested during the reporting period, the fair value of our biological assets in their present locations and condition is determined based on the current market price of these
biological assets. With respect to the vegetables and trees on the farmland at each reporting period end, the fair value of our biological assets in their present locations and conditions is determined at the present value of expected cash flows
from the biological assets discounted at a market-determined pre-tax rate, with reference to the species, growing conditions, costs incurred and expected yield of the crops.

Cost of inventories sold determined under IAS 41 reflects the deemed cost of agricultural produce, which is based on their fair value (less costs to sell) at the point of harvest. Biological assets fair
value adjustment is the difference between the deemed cost of the agricultural produce and the plantation expenditure we incurred to cultivate the produce to the point of harvest. For agricultural produce harvested and sold during the period, the
fair value adjustment included in the cost of inventories sold represents the total changes in fair value less costs to sell for that particular agricultural produce, which include the fair value gain or loss that arose in both the current and the
prior periods, and therefore differ from the amount of changes in fair value less costs to sell related to crops harvested during the period.

The gain or loss arising from the changes in fair value less costs to sell of our biological assets are partially offset by the corresponding gain or loss included in the cost of inventories sold, to the
extent that the agricultural produce is sold, as the harvested agricultural produce is also stated at the fair value less costs to sell at the point of harvest. Our changes in fair value less costs to sell of biological assets amounted to RMB36.2
million and RMB23.0 million ($3.6 million) in the three months ended June 30, 2011 and 2012, respectively, which was partially offset by the fair value adjustments included in the costs of inventories sold of RMB59.4 million and RMB62.0 million
($9.8 million), for the three months ended June 30, 2011 and 2012, respectively. This resulted in a negative net impact.

As a result, our cost of inventories sold after biological assets fair value adjustment represented the agricultural produce sold during
the period at their fair value less costs to sell at the point of harvest, and increased from RMB106.3 million for the three months ended June 30, 2011 to RMB108.0 million ($17.0 million) for same period in 2012.

The following table sets forth the biological assets fair value adjustment included in cost of inventories sold, the changes in fair
value less costs to sell of biological assets and the net impact of biological assets fair value adjustments to our results of operations.



|                                                                             |  |                             |         |   |      |  |         |   |  |  |        |  
|---------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- |  | ------- | - |  |  | ------ | -
|                                                                             |  | Three Months Ended June 30, |        
|                                                                             |  | 2011                        |         |   | 2012 | 
|                                                                             |  | RMB                         |         |   | RMB  |  |         | $ | 
|                                                                             |  | (In thousands)              |        
|Biological assets fair value adjustment included in cost of inventories sold |  |                             | (59,405 | ) |      |  | (61,963 | ) |  |  | (9,753 | )
|Changes in fair value less costs to sell of biological assets                |  |                             | 36,163  |   |      |  | 22,964  |   |  |  | 3,615  |  
|                                                                             |  |                             |         |   |      |  |         |   |  |  |        |  
|Net impact                                                                   |  |                             | (23,242 | ) |      |  | (38,999 | ) |  |  | (6,138 | )
|                                                                             |  |                             |         |   |      |  |         |   |  |  |        |  

The net impact of the biological assets fair value adjustments represents the net increase or decrease in
the gain in fair value less costs to sell of crops on our farmland at the current reporting period end compared to the immediately preceding reporting period end. The negative net impact for the three months ended June 30, 2011 and 2012,
primarily arose from the change in product mix from solanaceous to leafy products because the season for solanaceous products ended during the three months ended June 30. Therefore, the value of crops on our farmland as of June 30, when
compared with that of March 31 (the immediately preceding reporting period end) decreased.



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The net impact of biological assets fair value adjustments is primarily driven by:



| |  |  | the volume of crops on the land at the period ends;
| | - |  | ---------------------------------------------------



| |  |  | the product mix of the crops on the land at the period ends; and
| | - |  | ----------------------------------------------------------------



| |  |  | the market prices at the period ends of different products.
| | - |  | -----------------------------------------------------------

We plant different types of vegetables with different yields and selling prices during different periods. The net impact of biological assets fair value adjustments for each reporting period is
attributable to the comparison of the adjustment to record our unharvested biological assets at fair value at the beginning of the reporting period and such fair value adjustment related to our unharvested biological assets at the end of the
reporting period. As the quantity, product mix and market prices at the beginning and end of each reporting period are different, it is not meaningful to discuss the net impact of biological assets fair value adjustments of the reporting period by
comparing different products prices and yields.

Changes in fair value less costs to sell of biological assets reported
in each period include the biological assets fair value gain or loss arising from both (1) crops harvested during the period and (2) growing crops on the farmland at the period end. The growing crops on the farmland at the period end will
be carried forward to future reporting periods and as the crops are harvested and sold, the related biological assets fair value gain or loss up to point of harvest is included in the determination of cost of inventories sold for the period in which
the inventory is sold. The factors driving the changes in fair value less costs to sell relating to harvested crops or growing crops are generally the same, such as product mix and the market prices of different types of crops at the time of harvest
or at period end. Furthermore, because the growth cycle of our crops is generally less than one year, the time factor is insignificant and it would not be meaningful to discuss the drivers separately. We believe the separate preparation of the two
components of the changes in fair value less costs to sell, together with the discussion of the cost of inventories sold (including the effect of the biological assets fair value adjustment), provide relevant and useful financial information for the
various stages of our agricultural production cycle.

Key Factors Affecting Our Results of Operations

Revenue-Per-Mu

The key
metric used by our management in evaluating our financial performance is revenue-per-mu, or the revenue that a unit measure of arable land generates. Revenue-per-mu is determined by our production yield, defined as the production output that a unit
measure of arable land generates, and the price at which we can sell our produce. Both production yield and average selling price are affected by our product mix. Our revenue-per-mu was RMB6,046 and RMB6,129 ($965) in the three months ended
June 30, 2011 and 2012, respectively.

Production Yield

Our production yield across all crops was 2.0 tonnes and 1.7 tonnes per mu in the three months ended June 30, 2011 and 2012, respectively. Our production yield is affected by various factors,
primarily our greenhouse coverage, product mix, weather, our horticultural know-how and techniques and our production planning. Our production yield has been significantly enhanced by our greenhouse cultivation. Greenhouses increase production
output by allowing crops to grow faster and year-round and protecting crops from extreme weather conditions, such as typhoons and rainstorms. As of June 30, 2011 and 2012, a total of 7,150 mu (477 hectares) and 8,915 mu (594 hectares),
respectively, of our arable land was covered by greenhouses, accounting for 32.6% and 34.1% of our total arable land for each period, respectively.

Within each crop, we have been able to increase our production yield by applying advanced cultivation techniques at each step of the cultivation process to improve soil productivity, enhance crop nutrient
content and minimize crop diseases, pests and weeds. Relying on our greenhouse cultivation, horticultural know-how and our effective production planning, we are able to schedule and control crop plantation and harvest to meet higherpriced
off-season demand. We intend to increase our production yield for each crop by continuing to increase our greenhouse coverage and enhance our horticultural know-how.



8



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##### Table of Contents

The decrease in production yield across all crops for the three months ended June 30,
2012 as compared to the three months ended June 30, 2011 was primarily the result of (1) our improved product mix, with more focus on higher value but lower yielding vegetable varieties and (2) the poor weather conditions which
resulted in lower overall volumes but higher selling prices.

Product Mix

Greenhouses create a more favorable and controlled growing environment, which allows us to grow more fruit-bearing solanaceous vegetables.
Fruit-bearing solanaceous vegetables are typically much more difficult to grow compared to leafy and cruciferous vegetables and as a result, they can be sold for higher market prices than those of leafy and cruciferous vegetables. As we are
expanding our greenhouse coverage, we expect solanaceous vegetables of higher value grown in greenhouses will constitute a larger share of our total revenue. Solanaceous vegetables are also less labor intensive compared to leafy vegetables, which
further improves our profit margins.

Within the solanaceous vegetable category, we focus primarily on fruit-bearing crops
such as peppers, tomatoes, eggplants, cucumbers and melons. Within each of these product groups, yields and average selling prices can vary widely. For example, specialty solanaceous vegetables, such as small snack tomatoes or mini peppers, may have
a much higher average selling price but much lower yield per mu compared to beefsteak tomatoes and bell peppers. Therefore, our sales volume and average selling prices are also affected by each products percentage of our overall product mix.

Product Pricing

The prices of our produce are determined by several factors, including general economic conditions, market competition, weather conditions, seasonal factors, sales channels and most importantly, the
supply of and demand for different types of vegetables.

The price of a particular type of vegetable is volatile and
fluctuates depending on seasonal factors, the distance between vegetable farms and markets, the supply of and demand for it in the marketplace throughout the year, which in turn depends on weather conditions, including level of precipitation,
temperature and other extreme weather conditions, local preferences and festivities. We focus on cultivating high-value vegetables during off-season periods, and through careful production planning and the use of greenhouses and advanced
horticultural know-how to control the crop cycle, seek to sell them during the periods with the least amount of supply to achieve higher prices and profits.

Size of Arable Land

Our total production capacity depends to a large
extent on the size of our arable land. As of June 30, 2012, a total of 26,124 mu (1,742 hectares) of arable land, compared to 21,952 mu (1,463 hectares) as of June 30, 2011, were leased and either in operation or under construction or
reserved by us. As land is a precious commodity in China, while we seek to increase our arable land, we have also been building greenhouses extensively to improve our revenue per mu and increase our total production capacity.

We source most of our land from farmer households, local villagers committees or local governments. Although China is one of the
largest countries in the world by land area, the arable land area as a percentage of total land is small. In addition, arable land in recent years has been increasingly scarce due to extensive urbanization and property development. Sourcing arable
land in China has been highly competitive because of the increased demand for land for agricultural and other uses. Because the supply of arable land that can be leased from the farmers is limited, competition is fierce in obtaining such leases. In
addition, farmland in China is highly fragmented and we generally enter into a few master lease agreements each with many neighboring land users to form one farm base, which makes our arable land expansion more complicated.

Market Demand

Our
ability to increase production and grow our revenue is driven in part by the increasing demand in China for safe and high-quality fresh vegetables. We currently target the Guangdong, Fujian, Yangtze River Delta and Hong Kong markets, which have
demonstrated a strong demand for fresh vegetables.



9



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Operating Costs and Expenses

The following table sets forth our operating expenses, both as an absolute amount and as a percentage of total revenue for the periods
indicated.



|                                  |  |                                    |        |  |      |  |      |     |  |  |        |  |  |   |       |  |  |  |      | 
|--------------------------------- |  | ---------------------------------- | ------ |  | ---- |  | ---- | --- |  |  | ------ |  |  | - | ----- |  |  |  | ---- | 
|                                  |  | Three Months Ended June 30,        |       
|                                  |  | 2011                               |        |  | 2012 | 
|                                  |  | RMB                                |        |  | %    |  |      | RMB |  |  | $      |  |  | % |      
|                                  |  | (In thousands, except percentages) |       
|Packing expenses                  |  |                                    | 8,431  |  |      |  | 6.8  |     |  |  | 8,913  |  |  |   | 1,403 |  |  |  | 7.2  | 
|Land preparation costs            |  |                                    | 7,008  |  |      |  | 5.7  |     |  |  | 12,887 |  |  |   | 2,028 |  |  |  | 10.5 | 
|Research and development expenses |  |                                    | 2,061  |  |      |  | 1.7  |     |  |  | 2,291  |  |  |   | 361   |  |  |  | 1.9  | 
|Selling and distribution expenses |  |                                    | 8,882  |  |      |  | 7.2  |     |  |  | 6,516  |  |  |   | 1,026 |  |  |  | 5.3  | 
|Administrative expenses           |  |                                    | 14,361 |  |      |  | 11.6 |     |  |  | 13,155 |  |  |   | 2,071 |  |  |  | 10.7 | 
|Other expenses                    |  |                                    | 133    |  |      |  | 0.1  |     |  |  | 132    |  |  |   | 21    |  |  |  | 0.1  | 

Packing Expenses. Our packing expenses primarily consist of materials utilized to pack our
vegetables, labor costs and various expenses associated with our packing and processing facilities. Our packing expenses were RMB8.4 million and RMB8.9 million ($1.4 million) in the three months ended June 30, 2011 and 2012, respectively,
representing 6.8% and 7.2% of our revenue in those respective periods. The increase in our total packing expenses was primarily due to (1) our product mix shift towards more solanaceous vegetables, which typically require more packing material
compared to leafy and cruciferous vegetables, (2) an increase in packing material consumed in an effort to increase our brand awareness, and (3) better packaging used to enhance the selling price. Packing expenses, as a percentage of
revenue, were higher in the three months ended June 30, 2012, because of our effort to increase our brand awareness, which was partly offset by better economies of scale in our packing facilities. In general, produce sold to institutional and
supermarket customers entail higher packing expenses than those sold to the wholesale market.

Land Preparation Costs.
We leave parts of our farmlands uncultivated in between plantation cycles to improve soil quality, and recognize expenses associated with the uncultivated land during these periods. Furthermore, some of the parcels of land we lease are not used for
plantation immediately after we rent them. We record the rent, the depreciation of facilities on the land, and other miscellaneous costs relating to preparing these land parcels as an expense. We expect this expense to increase as we continue to
expand our production and lease more land, which will result in additional losses associated with land before plantation, in non-cultivation periods and in between growing seasons. Our land preparation costs increased by RMB5.9 million, or 83.9%,
from RMB7.0 million for the three months ended June 30, 2011 to RMB12.9 million (US$2.0 million) for the three months ended June 30, 2012, which was primarily due to (1) an increase in greenhouse coverage which increased the unit land
preparation cost and (2) an increase in the amount of land in reserve or under construction due to new farm bases added.

Research and Development Expenses. We incur research and development expenses in connection with our research and development
activities focusing on developing more effective cultivation techniques, improving produce quality and increasing production yield. Our research and development expenses consist primarily of:



| |  |  | direct cost of materials used in research and development such as seeds, fertilizers, pesticides and consumable materials;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | salaries and related expenses for research and development personnel;
| | - |  | ---------------------------------------------------------------------



| |  |  | rent for our research facilities; and
| | - |  | -------------------------------------



| |  |  | depreciation.
| | - |  | -------------

Our research and development expenses were RMB2.1 million and RMB2.3 million ($0.4 million) in the three months ended June 30, 2011 and 2012, respectively, representing 1.7% and 1.9% of our revenue
in those respective periods. We anticipate that our research and development expenses will increase as we continue to experiment with new horticultural know-how, new varieties and new plantation models.



10



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##### Table of Contents

Selling and Distribution Expenses. Our selling and distribution expenses primarily
consist of transportation expenses to transport vegetables from our farms to their points of sale, salaries, employee benefits, bonuses and related expenses for our sales and marketing staff, concessionaire fees and rebates paid to the supermarkets
in Hong Kong to sell our produce in these supermarkets, packaging and loading expenses, and advertising expenses. Our selling and distribution expenses were RMB8.9 million and RMB6.5 million ($1.0 million) in the three months ended June 30,
2011 and 2012, respectively, representing 7.2% and 5.3% of our revenue in those respective periods. The decrease in selling and distribution expenses was primarily due to reduced salary and commission expenses as we ceased the concessionary sales in
the Hong Kong market during the fiscal year ended March 31, 2012. This decrease was partially offset by higher distribution expenses. We expect our selling and distribution expenses to increase as we plan to strengthen our brand building
efforts and expand and broaden our sales, marketing and distribution network and enter new markets.

Administrative
Expenses. General and administrative expenses primarily consist of the following:



| |  |  | salaries, bonuses and benefits for our administrative and management personnel;
| | - |  | -------------------------------------------------------------------------------



| |  |  | auditing fees and legal and other professional fees; and
| | - |  | --------------------------------------------------------



| |  |  | travel and other expenses associated with our corporate and administrative activities.
| | - |  | --------------------------------------------------------------------------------------

Our administrative expenses were RMB14.4 million and RMB13.2 million ($2.1 million) in the three months ended June 30, 2011 and
2012, respectively, representing 11.6% and 10.7% of our revenue in those respective periods. The decrease in administrative expenses was primarily due to (1) a decrease of RMB0.9 million in equity-settled share-based compensation and (2) a
decrease of RMB0.5 million in legal and professional fees.

Other Expenses. Other expenses include expenses associated
with natural disaster losses for crops on exposed lands, losses associated with the disposal of fixed assets, profit and loss adjustments for previous years, and so forth.

Taxation

The Cayman Islands, the British Virgin Islands and Hong Kong

Under the current laws of the Cayman Islands and the British Virgin Islands, or the BVI, we and our subsidiaries
incorporated in the BVI are not subject to any tax on income or capital gains. In addition, dividend payments are not subject to withholding tax in those jurisdictions. No provision for Hong Kong profits tax has been made, as our Hong Kong
subsidiaries did not generate any assessable profits or had tax losses brought forward to offset estimated assessable profits for three months ended June 30, 2011 and 2012.

PRC

Enterprise Income Tax

According to the PRC Enterprise Income Tax Law and its implementation rules, the statutory income tax rate is 25%. In addition, our PRC
subsidiaries which are engaged in growing, processing and sales of agricultural products are exempt from PRC income tax, subject to approval by or registration with the relevant tax authority.

No provision for PRC income tax was made for Linong Agriculture Technology (Shenzhen) Co. Limited, which is engaged in the sales of
agricultural products, as it sustained losses for the three months ended June 30, 2011 and 2012 for taxation purpose.

The financial impact related to tax exemptions amounted to RMB5.9 million and RMB1.1 million ($169,000) in the three months ended
June 30, 2011 and 2012, respectively. Without the preferential tax treatment, the impact on our net income and basic and diluted earnings per share for the following periods is as set forth below:



|                                      |  |                                           |       |  |      |  |       |   |  |  |      | 
|------------------------------------- |  | ----------------------------------------- | ----- |  | ---- |  | ----- | - |  |  | ---- | 
|                                      |  | Three Months Ended June 30,               |      
|                                      |  | 2011                                      |       |  | 2012 | 
|                                      |  | RMB                                       |       |  | RMB  |  |       | $ | 
|                                      |  | (In thousands, except for per share data) |      
|Profit/loss for the period            |  |                                           | 5,876 |  |      |  | 1,074 |   |  |  | 169  | 
|Basic earnings per share (in cents)   |  |                                           | 0.26  |  |      |  | 0.05  |   |  |  | 0.01 | 
|Diluted earnings per share (in cents) |  |                                           | 0.25  |  |      |  | 0.05  |   |  |  | 0.01 | 



11



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As of June 30, 2012, Land V. Ltd (Fujian), Land V. Ltd. (Zhangjiakou), Land V.
Agriculture Technology (Ningde) Co. Ltd., Linong Agriculture Technology (Huizhou) Co. Ltd., Land V. Agriculture Technology (Zhangzhou) Co. Ltd. and Putian Land V. Group Co., Ltd. have registered with the tax authorities for the tax exemption under
the Enterprise Income Tax Law. We will apply for such exemptions for our remaining PRC subsidiaries. See Item 3. Key Information  D. Risk Factors  Risks Related to Doing Business in China  Our business benefits from certain
government incentives. Expiration of, or changes to, these incentives could have a material adverse effect on our operating results by significantly increasing our tax expenses contained in our annual report on Form 20-F filed with the SEC on
July 20, 2012.

Pursuant to the Enterprise Income Tax Law and its implementation rules, dividends payable to foreign
investors are subject to a 10% withholding tax. Pursuant to the grandfathering arrangement, dividends receivable from our PRC subsidiaries in respect of their undistributed profits prior to December 31, 2007 are exempt from withholding tax.
Under the taxation arrangement between the PRC and Hong Kong, a qualified Hong Kong tax resident which is the beneficial owner and directly holds 25% or more of the equity interest in a PRC-resident enterprise is entitled to a reduced
withholding tax rate of 5%.

Value-added Tax

In accordance with the relevant tax laws in the PRC, value-added tax, or VAT, is levied on the value of sales of agricultural and related products at a general rate of 13%. We are required to remit the
VAT collected to the tax authority, but may deduct the VAT that we have paid on eligible purchases. Except for Linong Agriculture Technology (Shenzhen) Co., Ltd., our PRC subsidiaries are exempt from VAT since they are engaged in the sales of
self-produced agricultural products.

Critical Accounting Policies

We prepare our financial statements in conformity with IFRS, which require us to make judgments, estimates and assumptions. We continually
evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an
integral component of the financial reporting process, actual results could differ from those estimates.

An accounting policy
is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or
changes in the accounting estimates that are reasonably likely to occur periodically, could material impact the consolidated financial statements. We believe that the following accounting policies involve a higher degree of judgment and complexity
in their application and require us to make significant accounting estimates. The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and other
disclosures included in this transition report.

Fair Value of Biological Assets and Agricultural Produce

Biological assets include vegetables and fruits which are to be harvested as agricultural produce, tea and other trees which are not
agricultural produce but are self-regenerating for sustaining regular harvests of agricultural produce.

We account for
biological assets and agricultural produce by applying IAS41. Under IAS 41, biological assets are measured on initial recognition and at the end of each reporting period at their fair value less costs to sell; agricultural produce harvested from
biological assets are measured at its fair value less costs to sell at the point of harvest. With respect to the agricultural produce harvested during the reporting period, the fair value of our biological assets is determined based on the current
market price of these biological assets in their present location and condition. The fair value is determined based on the market price at which our agricultural produce is sold to customers on the date of harvest, adjusted for packing and
transportation costs. With respect to the vegetables and trees on the farmland at each reporting period end, the fair value is determined at the present value of expected cash flows from the biological assets discounted at a market-determined
pre-tax rate, with reference to the species, growing conditions, costs incurred and expected yield of the crops. We estimate that it takes one to ten months to grow our vegetable crops and approximately 3 years to 16 years to grow our trees on the
farmland before they can be harvested. For the three months ended June 30, 2012, the revenue contributed by the tree business accounted for less than 0.3% of our total revenue. Costs to sell include all incremental costs directly attributable
to the sale of the biological assets. The change in fair value less costs to sell of a biological asset is included in profit or loss of the period in which it arises. We record such gains or losses in our Consolidated Income Statement under
Changes in fair value less costs to sell of biological assets.



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The determination of fair value of biological assets and agricultural produce requires us
to make complex and subjective estimates and assumptions about the expected production output and market price of crops on the land.

We applied weighted average cost of capital as a discount rate to reflect the risks of the cash flows as how the risks of the cash flows from growing crops should be borne by both the equity holders and
the debt holders. In determining the discount rate, we have considered factors including the risk free rate, the market return, the re-levered beta, the size premium and the specific premium. We used 20.1% to 20.2% as the discount rate for orchards
and 16.6% as the discount rate for vegetables in the three months ended June 30, 2011 and 19.1% to 19.3% as the discount rate for orchards and 15.8% as the discount rate for vegetables in the three months ended June 30, 2012. In the three
months ended June 30, 2012, the decrease in discount rates was primarily due to the change in market parameters, such as the decrease in interest rate.

Changes in the estimates and assumptions regarding the expected market price, production output and the discount rates in the valuation of our biological assets and agricultural produce could
significantly impact the estimated fair values of our biological assets and agricultural produce and, as a result, our net income. For illustration purposes, in the three months ended June 30, 2012:



| |  |  | a 5% increase or decrease in the prices of vegetables, fruits and teas we assumed, in the absence of other changes, will result in an RMB2.8 million
($448,000) increase or decrease in our net change in fair value less costs to sell of biological assets and profit for the period; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase or decrease in the average discount rate we used by one percentage point, in the absence of other changes, will result in an RMB496,000
($78,000) decrease or increase in our net change in fair value less costs to sell of biological assets and profit for the period.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Share-based Payments

We account for share-based payments under the
provisions of IFRS 2 Share-based Payment, or IFRS 2. Under IFRS 2, we are required to measure the cost of employee and consultant services received in exchange for an award of equity instruments based on the grant date fair value
of the award and recognize the expense in our consolidated statements of comprehensive income over the period during which an employee is required to provide service in exchange for the award. The additional expenses associated with share-based
compensation may reduce the attractiveness of our equity incentive plans to directors, employees and consultants.

We applied
the Binomial Option Pricing model for the three months ended June 30, 2011 in determining the fair value of the options granted to employees and others providing similar services. No new options were granted after June 30, 2011. This model
requires the input of highly subjective assumptions including the expected stock price volatility, the expected life at which employees are likely to exercise share options. For expected volatilities, we made reference to historical volatilities of
several comparable companies. The risk-free rate for periods within the expected life of the option was based on the yield of USD China Sovereign Bond Rate denominated in USD with similar terms in effect at the time of grant.

We have used the market approach to assess our enterprise value at the grant date after our listing on the NASDAQ Global Select Market.

Depreciation and Estimated Useful Life

We record property, plant and equipment in the balance sheet at cost less accumulated depreciation and impairment losses. Gains or losses arising from the retirement or disposal of an item of property,
plant and equipment as the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of retirement or disposal. We calculate depreciation to write off the cost of items of
property, plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives as follows:



|                                                         |  |   |  |                                                                                               
|-------------------------------------------------------- |  | - |  | ----------------------------------------------------------------------------------------------
|Land improvements, buildings and farmland infrastructure |  |  |  | Shorter of the unexpired term of land leases and their estimated useful lives of 3 to 30 years
|Equipment and machinery                                  |  |  |  | 3 to 10 years                                                                                 
|Motor vehicles                                           |  |  |  | 3 to 10 years                                                                                 
|Furniture, fixtures and computer equipment               |  |  |  | 5 years                                                                                       

We capitalize costs relating to land improvements during the formative stage and depreciate these costs
over the shorter of the unexpired term of the respective land leases or their estimated useful lives.



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We capitalize depreciation of property, plant and equipment attributable to agricultural
activities as part of inventory, and expense such depreciation when the inventory is sold. We charge depreciation relating to idle capacity to profit or loss in the accounting period in which it is incurred. Where parts of an item of property, plant
and equipment have different useful lives, we allocate the cost of the item on a reasonable basis between the parts and each part is depreciated separately. We review both the useful life of an asset and its residual value, if any, annually.

Impairment of Assets

Impairment of Non-current Assets

We review internal and external sources of information at each balance sheet date to identify indications that the following assets may be impaired or an impairment loss previously recognized no longer
exists or may have decreased:



| |  |  | property, plant and equipment;
| | - |  | ------------------------------



| |  |  | construction in progress;
| | - |  | -------------------------



| |  |  | lease prepayments; and
| | - |  | ----------------------



| |  |  | deposits and prepayments.
| | - |  | -------------------------

If any such indication exists, we estimate the assets recoverable amount.



| |  |  | Calculation of Recoverable Amount. The recoverable amount of an asset is the greater of its fair value less costs to sell and value in use. In
assessing value in use, we discount the estimated future cash flows to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not
generate cash inflows largely independent of those from other assets, we determine the recoverable amount for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Recognition of Impairment Losses. We recognize an impairment loss in profit or loss if the carrying amount of an asset, or the cash-generating
unit to which it belongs, exceeds its recoverable amount. We allocate impairment losses recognized in respect of cash-generating units to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that
the carrying value of an asset will not be reduced below its individual fair value less costs to sell, or value in use, if determinable.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reversals of Impairment Provisions. We reverse an impairment provision if there has been a favorable change in the estimates used to determine
the recoverable amount.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

We limit a reversal of an impairment provision to the assets carrying amount
that would have been determined had no impairment loss been recognized in prior years. We credit reversals of impairment provisions to profit or loss in the period in which the reversals are recognized.

Impairment of Receivables

We review current receivables that are carried at amortized cost at each balance sheet date to determine whether there is objective
evidence of impairment. Objective evidence of impairment includes observable data that comes to our attention about one or more of the following loss events:



| |  |  | significant financial difficulty of the debtor;
| | - |  | -----------------------------------------------



| |  |  | breach of contract;
| | - |  | -------------------



| |  |  | it becoming probable that the debtor will enter bankruptcy or other financial reorganization; and
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor.
| | - |  | --------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

If any such evidence exists, we determine and recognize the impairment loss as follows: for
trade and other current receivables carried at amortized cost, we measure the impairment loss as the difference between the assets carrying amount and the present value of estimated future cash flows, discounted at the financial assets
original effective interest rate (i.e. the effective interest rate computed at initial recognition of these assets), where the effect of discounting is material. We make assessment collectively where financial assets carried at amortized cost share
similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. We base future cash flows for financial assets which are assessed for impairment collectively on historical loss experience for
assets with credit risk characteristics similar to the collective group.

We write off impairment losses against the
corresponding assets directly, except for impairment losses recognized in respect of trade receivables whose recovery is considered doubtful but not remote. In this case, we record the impairment losses for doubtful debts using an allowance account.
When we are satisfied that recovery is remote, the amount considered irrecoverable is written off against trade receivables directly and any amounts held in the allowance account relating to that debt are reversed. We recognize other changes in the
allowance account and subsequent recoveries of amounts previously written off directly in profit or loss. In the three months ended June 30, 2012, we did not recognize any impairment loss in profit or loss nor write-off of uncollectible amount
against the allowance account.



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##### Table of Contents

Results of Operations

The following income statement data sets forth a summary of our consolidated results of operations for the periods indicated. The consolidated income statement data for the three months ended
June 30, 2012 has been derived from our audited consolidated financial statements, which are included in this transition report beginning on page F-1. The consolidated income statement data for the three months ended June 30, 2011 has been
derived from our unaudited interim consolidated financial statements for the three months ended June 30, 2011. Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, or IFRS. This
information should be read together with our consolidated financial statements and related notes included elsewhere in this transition report. The operating results in any period are not necessarily indicative of the results that may be expected for
any future period.



|                                                                    |  |                             |          |   |      |  |          |   |  |  |         |  
|------------------------------------------------------------------- |  | --------------------------- | -------- | - | ---- |  | -------- | - |  |  | ------- | -
|                                                                    |  | Three Months Ended June 30, |         
|                                                                    |  | 2011                        |          |   | 2012 | 
|                                                                    |  | RMB                         |          |   | RMB  |  |          | $ | 
|                                                                    |  | (In thousands)              |         
|Revenue                                                             |  |                             | 123,332  |   |      |  | 123,248  |   |  |  | 19,400  |  
|Cost of inventories sold                                            |  |                             | (106,276 | ) |      |  | (107,983 | ) |  |  | (16,997 | )
|Changes in fair value less costs to sell related to:                |  |                             |          |   |      |  |          |   |  |  |         |  
|Crops harvested during the period                                   |  |                             | 13,173   |   |      |  | 5,067    |   |  |  | 798     |  
|Growing crops on the farmland at the period end                     |  |                             | 22,990   |   |      |  | 17,897   |   |  |  | 2,817   |  
|Total changes in fair value less costs to sell of biological assets |  |                             | 36,163   |   |      |  | 22,964   |   |  |  | 3,615   |  
|Packing expenses                                                    |  |                             | (8,431   | ) |      |  | (8,913   | ) |  |  | (1,403  | )
|Land preparation costs                                              |  |                             | (7,008   | ) |      |  | (12,887  | ) |  |  | (2,028  | )
|Other income                                                        |  |                             | 135      |   |      |  | 466      |   |  |  | 73      |  
|Research and development expenses                                   |  |                             | (2,061   | ) |      |  | (2,291   | ) |  |  | (361    | )
|Selling and distribution expenses                                   |  |                             | (8,882   | ) |      |  | (6,516   | ) |  |  | (1,026  | )
|Administrative expenses                                             |  |                             | (14,361  | ) |      |  | (13,155  | ) |  |  | (2,071  | )
|Impairment losses on property, plant and equipment and prepayments  |  |                             |         |   |      |  |         |   |  |  |        |  
|Other expenses                                                      |  |                             | (133     | ) |      |  | (132     | ) |  |  | (21     | )
|                                                                    |  |                             |          |   |      |  |          |   |  |  |         |  
|Results from operating activities                                   |  |                             | 12,478   |   |      |  | (5,199   | ) |  |  | (819    | )
|Finance income                                                      |  |                             | 2,937    |   |      |  | 909      |   |  |  | 143     |  
|Finance costs                                                       |  |                             | (2,787   | ) |      |  | (4,046   | ) |  |  | (637    | )
|                                                                    |  |                             |          |   |      |  |          |   |  |  |         |  
|Net finance income/(cost)                                           |  |                             | 150      |   |      |  | (3,137   | ) |  |  | (494    | )
|Profit/(loss) before taxation                                       |  |                             | 12,628   |   |      |  | (8,336   | ) |  |  | (1,313  | )
|Income tax expense                                                  |  |                             |         |   |      |  | (128     | ) |  |  | (20     | )
|                                                                    |  |                             |          |   |      |  |          |   |  |  |         |  
|Profit/(loss) for the period                                        |  |                             | 12,628   |   |      |  | (8,464   | ) |  |  | (1,333  | )
|                                                                    |  |                             |          |   |      |  |          |   |  |  |         |  



16



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##### Table of Contents

The following table sets forth the biological assets fair value adjustment included in cost
of inventories sold, the changes in fair value less costs to sell of biological assets and the net impact of biological assets fair value adjustments to our results of operations.



|                                                                             |  |                             |         |   |      |  |         |   |  |  |        |  
|---------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- |  | ------- | - |  |  | ------ | -
|                                                                             |  | Three Months Ended June 30, |        
|                                                                             |  | 2011                        |         |   | 2012 | 
|                                                                             |  | RMB                         |         |   | RMB  |  |         | $ | 
|                                                                             |  | (In thousands)              |        
|Biological assets fair value adjustment included in cost of inventories sold |  |                             | (59,405 | ) |      |  | (61,963 | ) |  |  | (9,753 | )
|Changes in fair value less costs to sell of biological assets                |  |                             | 36,163  |   |      |  | 22,964  |   |  |  | 3,615  |  
|                                                                             |  |                             |         |   |      |  |         |   |  |  |        |  
|Net impact                                                                   |  |                             | (23,242 | ) |      |  | (38,999 | ) |  |  | (6,138 | )
|                                                                             |  |                             |         |   |      |  |         |   |  |  |        |  

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Revenue. Our revenue decreased by RMB0.1 million, or 0.1%, from RMB123.3 million for the three months ended June 30, 2011 to
RMB123.2 million (US$19.4 million) for the three months ended June 30, 2012. The slight change in revenue was primarily attributable to the offsetting effect of (1) an increase in revenue-per-mu from RMB6,046 for the three months ended
June 30, 2011 to RMB6,129 (US$965) for the three months ended June 30, 2012, which in turn was due to an increase in average selling price of our produce, and (2) a decrease in average operating land from 20,569 mu for the three
months ended June 30, 2011 to 20,062 mu for the three months ended June 30, 2012.

The increase in revenue-per-mu
and average selling price for the three months ended June 30, 2012 was primarily driven by (1) increased greenhouse coverage, which lead to (a) better product mix, i.e., more solanaceous products, and (b) improved quality of our
products, (2) enhanced cultivation know-how, and (3) market inflation.

We primarily grow solanaceous vegetables
(primarily peppers and tomatoes) and green leafy vegetables during the period ended June 30, 2012. Solanaceous vegetables generally have a higher selling price. Due to increased greenhouse coverage, more revenue from high quality solanaceous
vegetables was generated for the three months ended June 30, 2012 compared to the three months ended June 30, 2011. Furthermore, within the solanaceous category we grew more specialty products such as small snack tomatoes, which have
higher selling prices but lower volume per mu. Due to the poor weather, we planted more leafy and less cruciferous product during the period as compared to the three months ended June 30, 2011. However, leafy product prices decreased during the
month of June 2012, and our revenue was negatively affected.

Our greenhouse area increased from 7,150 mu (477 hectares) as of
June 30, 2011 to 8,915 mu (594 hectares) as of June 30, 2012. The average selling price of our produce increased from RMB2,965 per tonne for the three months ended June 30, 2011 to RMB3,527 ($555) per tonne for the three months ended
June 30, 2012. Our production yield decreased from 2.0 tonnes per mu in the three months ended June 30, 2011 to 1.7 tonnes in the three months ended June 30, 2012.

Our product mix shifted further towards solanaceous products during the three months ended June 30, 2012. Solanaceous vegetables
sold to external customers in the PRC mainland increased from 60% of total revenue from these customers for the three months ended June 30, 2011 to 65% for the three months ended June 30, 2012. The percentage of leafy, cruciferous and
other vegetables declined as our product mix shifted towards solanaceous vegetables.

Cost of Inventories Sold. Our
cost of inventories sold increased by RMB1.7 million, or 1.6%, from RMB106.3 million for the three months ended June 30, 2011 to RMB108.0 million (US$17.0 million) for the three months ended June 30, 2012.

Cost of inventories sold before biological assets fair value adjustment decreased by RMB0.9 million, or 1.8%, from RMB46.9 million in the
three months ended June 30, 2011 to RMB46.0 million ($7.2 million) in the three months ended June 30, 2012. Cost of inventories sold before biological assets fair value adjustment as a percentage of our revenue decreased to 37.3% in the
three months ended June 30, 2012 from 38.0% in the three months ended June 30, 2011. The decrease in our cost of inventories sold before biological assets fair value adjustment as a percentage of revenue was primarily due to
(1) increased greenhouse coverage and improved production techniques reducing variable inputs such as seeds and land film as a percentage of revenue, which was partially offset by an increase in overhead costs, and (2) reduced purchases of
third party product due to our decision to cease Hong Kong concessionary sales during the fiscal year ended March 31, 2012.

Changes in Fair Value Less Costs to Sell of Biological Assets and Net Impact of Biological Assets Fair Value Adjustment. Changes in fair value less costs to sell of biological assets decreased by
RMB13.2 million, or 36.5%, from RMB36.2 million in the three months ended June 30, 2011 to RMB23.0 million ($3.6 million) in the three months ended June 30, 2012.



17



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##### Table of Contents

The net impact of biological assets fair value adjustment for the three months ended
June 30, 2012 was a loss of RMB39.0 million ($6.1 million). This was primarily attributable to the change in product mix from solanaceous to leafy products because the season for solanaceous products ended during the three months ended
June 30, 2012. Therefore, the value of crops on our farmland as of June 30, 2012, when compared with that of March 31, 2012 (the immediately preceding reporting period end) decreased, resulting in a negative net impact.

In comparison, the net impact of biological assets fair value adjustment for the three months ended June 30, 2011 was a loss of
RMB23.2 million. The larger negative net impact for the three months ended June 30, 2012 compared to the same period in 2011 was primarily due to the more pronounced seasonality resulting from the higher concentration on solanaceous products.
More pronounced seasonality resulted in a larger fair value gain recognized in preceding reporting periods, and thus a larger change in biological assets fair value is reflected in the three months ended June 30, 2012, when compared to the same
period in 2011. The low vegetable market prices at the end of June 2012 further reduced the value of crops on land at the end of the period and thus increased the fair value change resulting from switching from high value to low value crops.

Packing Expenses. Our packing expenses increased by RMB0.5 million, or 5.7%, from RMB8.4 million for the three months
ended June 30, 2011 to RMB8.9 million (US$1.4 million) for the three months ended June 30, 2012, primarily due to an increase of RMB1.1 million in packing materials consumed. The increase in packing materials consumed was primarily due to
(1) our effort to enhance our brand awareness, (2) better packing used to enhance the selling price, (3) an increase in the production of solanaceous products as a percentage of total revenue, which require more packing compared to
leafy and cruciferous vegetables.

Land Preparation Costs. Our land preparation costs increased by RMB5.9 million, or
83.9%, from RMB7.0 million for the three months ended June 30, 2011 to RMB12.9 million (US$2.0 million) for the three months ended June 30, 2012, which was primarily due to (1) an increase in greenhouse coverage which increased the
unit land preparation cost and (2) an increase in the amount of land in reserve or under construction due to new farm bases added.

Other Income. Our other income increased by RMB0.4 million from RMB0.1 million in the three months ended June 30, 2011 to RMB0.5 million ($0.1 million) in the three months ended June 30,
2012. This increase was primarily due to the amortization of RMB0.4 million resulting from incentive payment received from our depositary bank.

Research and Development Expenses. Our research and development expenses increased by RMB0.2 million, or 11.2%, from RMB2.1 million in the three months ended June 30, 2011 to RMB2.3 million
($0.4 million) in three months ended June 30, 2012, which was in line with the expansion of our operations.

Selling
and Distribution Expenses. Our selling and distribution expenses decreased by RMB2.4 million, or 26.6%, from RMB8.9 million for the three months ended June 30, 2011 to RMB6.5 million (US$1.0 million) for the three months ended June 30,
2012, which was primarily due to (1) a decrease of RMB1.5 million in salary and commission payments as we ceased our concessionary sales in Hong Kong and (2) poor weather conditions, resulting in higher prices but lower volumes, which
resulted in lower distribution costs.

Administrative Expenses. Our administrative expenses decreased by RMB1.2
million, or 8.4%, from RMB14.4 million for the three months ended June 30, 2011 to RMB13.2 million (US$2.1 million) for the three months ended June 30, 2012, primarily due to (1) a decrease of RMB0.9 million in equity-settled
share-based compensation and (2) a decrease of RMB0.5 million in legal and professional fees.

Other Expenses. Our
other expenses were RMB0.1 million and RMB0.1 million ($21,000) in the three months ended June 30, 2011 and 2012, respectively.

Results of Operating Activities. As a result of the foregoing, our results of operating activities was a loss of RMB5.2 million ($0.8 million) in the three months ended June 30, 2012, compared
to a profit of RMB12.5 million in the three months ended June 30, 2011.

Net Finance Income/(Costs). We had a net
finance cost of RMB3.1 million ($0.5 million) in the three months ended June 30, 2012, compared to a net finance income of RMB0.2 million in the three months ended June 30, 2011, primarily due to the net foreign exchange loss of RMB1.2
million in the three months ended June 30, 2012 resulting from the depreciation of the Renminbi, compared with a net foreign exchange gain of RMB2.7 million in the three months ended June 30, 2011, attributable to the appreciation of the
Renminbi, from translation of non-functional currency balances between group companies.



18



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##### Table of Contents

Income Tax Expense. Our income tax expense was RMB0.1 million ($20,000) in the three
months ended June 30, 2012. We did not have any income tax expense in the three months ended June 30, 2011. This increase was primarily due to the withholding tax relating to the incentive payment received from our depositary bank.

Profit/(loss) for the Period. As a result of the foregoing, we recorded a loss of RMB8.5 million ($1.3 million) for
the three months ended June 30, 2012 compared to a profit of RMB12.6 million for the three months ended June 30, 2011.

B.
Liquidity and Capital Resources

We have financed our business primarily through cash generated from our operations,
sale of preferred shares, borrowings from institutional lenders and proceeds from initial public offering. Our cash consists of cash on hand and cash at banks, which are unrestricted as to withdrawal or use, and which have maturities of three months
or less that are placed with banks. As of June 30, 2012, we had RMB504.5 million ($79.4 million) in cash. We generally deposit our excess cash in interest bearing bank accounts.

As of June 30, 2012, we had a RMB76.3 million ($12.0 million) outstanding bank loan bearing an interest rate of 13.14% per
annum, which was drawn down under a loan agreement that we entered into with DEG  Deutsche Investitions- und Entwicklungsgesellschaft mbH, or DEG, for a principal amount of $18.0 million on November 10, 2009. The loan was obtained to fund
the construction and improvement of our greenhouses and other agricultural facilities prior to our initial public offering that was completed in November 2010. The loan is repayable in equal semi-annual installments of approximately $2.3 million
from May 15, 2013 to November 15, 2016. The loan bears a floating interest rate at the aggregate of six months USD LIBOR plus 12% per year from the date of the first disbursement of the loan to the interest conversion date, which is
defined as (i) the date on which the loan principal is fully disbursed or (ii) if the loan has not been fully disbursed by December 30, 2010, the date on which DEG suspends or terminates our right to draw down on the undrawn portion
of the loan principal. From the interest conversion date to May 14, 2013, the loan bears a fixed interest rate of 13.14% per annum based on a base rate plus 12% per year. From May 15, 2013 to November 14, 2016, the loan
bears a floating interest rate at the aggregate of six months USD LIBOR plus 12% per year. As a condition precedent to the disbursements of the loan, Mr. Shing Yung Ma executed a share retention letter. Pursuant to the share retention
letter, as amended, that he will not, and he will procure that Grow Grand Limited, his wholly owned entity, and Le Gaga Holdings Limited will not sell, transfer or encumber shares of China Linong International Limited, or China Linong, which would
cause the number of issued shares in China Linong held by him directly and/or indirectly through Grow Grand Limited and Le Gaga Holdings Limited to fall below 509,770 shares without DEGs consent.

Key covenants included in the loan agreement with DEG are as follows:



| |  |  | we will maintain at all times on a consolidated basis (i) a debt/EBITDA (earnings before interest, taxes, depreciation and amortization) ratio not
exceeding 2.0, (ii) a debt/equity ratio not exceeding 1.5 and (iii) a current ratio not less than 1.5;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | without DEGs consent, we will not make any dividend or other capital distribution or similar payment which would have a material adverse effect
on our ability to repay the loan;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | without DEGs consent, we will not amend our constitutional documents in a way inconsistent with the loan agreement, or sell, transfer or
otherwise dispose of significant components of our fixed assets;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | without DEGs consent, we will not enter into any partnership or profit sharing where our income is shared with any other person (except for our
shareholders and option holders);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the loan will be applied exclusively to fund the development of farmland and the construction of greenhouses, irrigation systems and agricultural
facilities in the PRC;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our PRC subsidiaries will comply with a corrective plan defining actions, budgets and a timeframe to remediate all known non-compliance with respect to
environmental and social matters and comply with the International Finance Corporation General Environmental Health and Safety Guidelines; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our PRC subsidiaries will develop and implement a supervision and grievance mechanism related to land lease issues and their relationships with
adjacent communities and will appoint a senior management member responsible for environmental and social issues.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have complied with and intend to continue to comply with these covenants under our loan agreement with DEG.



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##### Table of Contents

As of June 30, 2012, we also had an RMB10.0 million outstanding short-term bank loan
bearing an interest rate of 6.888% per annum under a loan agreement that we entered into with Bank of China, Quanzhou Branch, under a facility of RMB40.0 million secured by a personal guarantee given by Mr. Shing Yung Ma and a corporate
guarantee given by one of our subsidiaries.

Cash Flows and Working Capital

The following table shows our cash flow with respect to operating activities, investing activities and financing activities for the
periods indicated:



|                                             |  |                             |          |   |      |  |         |   |  |  |         |  
|-------------------------------------------- |  | --------------------------- | -------- | - | ---- |  | ------- | - |  |  | ------- | -
|                                             |  | Three Months Ended June 30, |         
|                                             |  | 2011                        |          |   | 2012 | 
|                                             |  | RMB                         |          |   | RMB  |  |         | $ | 
|                                             |  | (In thousands)              |         
|Net cash generated from operating activities |  |                             | 82,458   |   |      |  | 53,351  |   |  |  | 8,398   |  
|Net cash used in investing activities        |  |                             | (112,221 | ) |      |  | (65,221 | ) |  |  | (10,267 | )
|Net cash used in financing activities        |  |                             | (11,378  | ) |      |  | (5,305  | ) |  |  | (835    | )
|Net decrease in cash                         |  |                             | (41,141  | ) |      |  | (17,175 | ) |  |  | (2,704  | )
|Cash at April 1                              |  |                             | 598,722  |   |      |  | 520,475 |   |  |  | 81,926  |  
|Cash at June 30                              |  |                             | 551,491  |   |      |  | 504,506 |   |  |  | 79,412  |  

Operating Activities

Net cash generated from operating activities decreased by RMB29.1 million, or 35.3%, from RMB82.5 million in the three months ended June 30, 2011 to RMB53.4 million ($8.4 million) in the three months
ended June 30, 2012. This decrease in operating cash flow was primarily the result of (1) a decrease of RMB18.2 million in cash received due to a positive effect from trade balances from March 31, 2011 to June 30, 2011, and
(2) an increase of RMB10.9 million in cash paid for our cost of revenue and operating expenses.

Investing Activities

Net cash used in investing activities in the three months ended June 30, 2012 was RMB65.2 million ($10.3
million), due primarily to the cash outflows for payment for construction in progress of RMB60.9 million ($9.6 million), which consisted primarily of the payment for (a) the construction of greenhouses in the amount of RMB43.3 million ($6.8
million), (b) land improvements in the amount of RMB6.7 million ($1.1 million) and (c) payment for agricultural infrastructure of RMB6.1 million ($1.0 million) in connection with our operation expansion.

Net cash used in investing activities in the three months ended June 30, 2011 was RMB112.2 million, due primarily to the cash
outflows for payment for construction in progress of RMB109.2 million, which consisted primarily of the payment for (a) the construction of greenhouses in the amount of RMB61.0 million, (b) agricultural infrastructure in the amount of
RMB29.6 million and (c) land improvements in the amount of RMB13.1 million.

Financing Activities

Net cash used in financing activities in the three months ended June 30, 2012 was RMB5.3 million ($0.8 million), which was related to
interest payment.

Net cash used in financing activities in the three months ended June 30, 2011 was RMB11.4 million,
primarily due to (1) interest payment of RMB5.4 million and (2) repayment for bank loan of RMB6.0 million.

Capital
Expenditures

We had capital expenditures of RMB99.8 million and RMB65.2 million ($10.3 million) for the three months
ended June 30, 2011 and 2012, respectively. Our capital expenditures were made primarily for the construction of our production facilities, farmland infrastructure and the purchases of property, plant and equipment. Our capital expenditures
have been primarily funded by net cash generated from our operating activities and cash provided by financing activities. In fiscal year ending June 30, 2013, we expect to incur capital expenditures of approximately RMB380 million ($59.8
million). We expect our capital expenditures in fiscal year ending June 30, 2013 to primarily consist of the construction of our production facilities, land improvements, farmland infrastructure and the purchases of property, plant and
equipment. We expect to fund these capital expenditures from cash on hand as well as operating cash inflow.



20



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##### Table of Contents

Recent Accounting Pronouncements

The following standards, amendments and interpretations to existing standards are not yet effective and have not been adopted by us:



| |  |  | Amendments to IAS 1, Presentation of financial statements  Presentation of items of other comprehensive income effective for periods beginning on
or after July 1, 2012.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IFRS 10, Consolidated financial statements effective for periods beginning on or after January 1, 2013.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | IFRS 12, Disclosure of interests in other entities effective for periods beginning on or after January 1, 2013.
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | IFRS 13, Fair value measurement effective for periods beginning on or after January 1, 2013.
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Annual improvements to IFRSs 2009-2011 Cycle effective for periods beginning on or after January 1, 2013.
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Amendments to IAS 32, Financial instruments: Presentation  Offsetting financial assets and financial liabilities effective for periods beginning
on or after January 1, 2014.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IFRS 9, Financial instruments effective for periods beginning on or after January 1, 2015.
| | - |  | ------------------------------------------------------------------------------------------

We are in the process of making an assessment of what the impact of these amendments is expected to be in the period of initial
application. So far we have concluded that the adoption of these amendments is unlikely to have a significant impact on our results of operations and financial position.

C. Research and Development

We place a strong emphasis on research and
development to improve our productivity and profitability. Our research and development efforts focus on developing more effective crop cultivation techniques, improving product quality, testing new vegetable varieties, increasing production yield
and revenue per mu. As of June 30, 2012, our in-house research and development team consists of 103 research professionals and staff, eight of which have advanced degrees. Production on each of our farms is supervised by a horticultural
technician who usually possesses at least ten years of experience in agriculture.

Each year we test grow many varieties of
seeds, including superior varieties supplied by leading international seed companies, to identify five to eight varieties with superior quality and yield for production. We have leased a parcel of forestland with an aggregate area of 1,150 mu (77
hectares) in Fuzhou to test grow new varieties of fruits.

We study the different nutrient requirements of various vegetables
as well as factors affecting soil fertility and fertilizer efficiency in an effort to achieve optimal nutrient supply by managing fertilizer application and mix. We grow seedlings of superior varieties in nursery greenhouses with controlled
temperature, moisture, sunlight and soil conditions to produce large volumes of seedlings in an accelerated manner. Our research and development team also uses techniques such as grafting and cuttage to cultivate seedlings in large volumes in soil
with rich minerals before growing them in regular farm fields to control costs and produce large volumes of seedlings.

We
continually develop our horticultural know-how and carry out research and development of cultivation techniques such as scaffolding, pruning and fruit retention to improve our production yield and efficiency.

We also focus on designing and improving our agricultural facilities and farm equipment. Our research and development personnel are
actively involved in the design, planning and improvement of farm facilities, for example, the layout, height, construction materials and ventilation of greenhouses and the irrigation and road systems, to achieve optimal production. Our research and
development team maintains cooperative relationship and collaborates closely with research institutions, universities and industry experts.



21



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##### Table of Contents

We have devoted significant resources to research and development. Our research and
development expenses were RMB2.1 million and RMB2.3 million ($0.4 million) in the three months ended June 30, 2011 and 2012, respectively, representing 1.7% and 1.9% of our net revenue in those respective periods.

D. Trend Information

Other than as disclosed elsewhere in this transition report, we are not aware of any trends, uncertainties, demands, commitments or events
for the period from April 1, 2012 to June 30, 2012 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information
to be not necessarily indicative of future operating results or financial conditions.

E. Off-Balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third
parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or
contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity,
market risk or credit support to us or engages in leasing, hedging or research and development services with us.

F. Contractual
Obligations and Commercial Commitments

The following table sets forth our contractual obligations as of June 30,
2012:



|                                      |  |                       |         |  |                 |  |         |          |  |  |          |  |  |                  |        |  |  |  |         | 
|------------------------------------- |  | --------------------- | ------- |  | --------------- |  | ------- | -------- |  |  | -------- |  |  | ---------------- | ------ |  |  |  | ------- | 
|                                      |  | Payment Due by Period |        
|                                      |  | Total                 |         |  | Less than1 Year |  |         | 1-3Years |  |  | 3-5Years |  |  | More than5 Years |       
|Contractual Obligations               |  | (RMB in thousands)    |        
|Debt obligations (including interest) |  |                       | 106,774 |  |                 |  | 34,786  |          |  |  | 66,982   |  |  |                  | 5,006  |  |  |  |        | 
|Operating lease obligations           |  |                       | 200,827 |  |                 |  | 14,308  |          |  |  | 28,450   |  |  |                  | 27,678 |  |  |  | 130,391 | 
|Purchase obligations                  |  |                       | 147,759 |  |                 |  | 147,759 |          |  |  |         |  |  |                  |       |  |  |  |        | 
|                                      |  |                       |         |  |                 |  |         |          |  |  |          |  |  |                  |        |  |  |  |         | 
|Total                                 |  |                       | 455,360 |  |                 |  | 196,853 |          |  |  | 95,432   |  |  |                  | 32,684 |  |  |  | 130,391 | 
|                                      |  |                       |         |  |                 |  |         |          |  |  |          |  |  |                  |        |  |  |  |         | 

Our operating lease obligations consisted of our obligations under lease agreements with lessors of our
farmland. Our purchase obligations relate to construction contracts in respect of greenhouses, infrastructure and irrigation systems that we entered into with respective sub-contractors.

G. Safe Harbor

This transition report on Form 20-F contains statements of
a forward-looking nature. These statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations and views of future events. The
words may, could, would, will, expect, anticipate, aim, estimate, intend, plan, believe, potential,
future, continue, is/are likely to and other similar expressions may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. These
forward-looking statements include, among other things, statements about:



| |  |  | our anticipated growth strategies, including increasing our greenhouse coverage, increasing our production scale, strengthening our sales, marketing
and distribution efforts, focusing on high quality off-season products, improving our product mix, and expanding our research and development capability;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our future business development, results of operations and financial condition;
| | - |  | -------------------------------------------------------------------------------



| |  |  | weather conditions that affect the production, harvest, transportation, storage and trade of fresh produce;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | trends and competition in the fresh vegetable market;
| | - |  | -----------------------------------------------------



| |  |  | future changes in laws or regulations affecting our business; and
| | - |  | -----------------------------------------------------------------



| |  |  | changes in general economic and business conditions in China.
| | - |  | -------------------------------------------------------------



22



---

##### Table of Contents

Any or all of our forward-looking statements in this transition report may turn out to be
inaccurate. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and
financial needs. They may be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including the risks, uncertainties and assumptions described in Item 3. Key InformationD. Risk Factors
contained in our annual report on Form 20-F filed with the SEC on July 20, 2012 and elsewhere in this transition report. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this
transition report may not occur as contemplated, and actual results could differ materially from those anticipated or implied by the forward-looking statements.

You should not unduly rely on these forward-looking statements, which speak only as of the date of this transition report. Unless required by law, we undertake no obligation to update or revise any
forward-looking statements to reflect new information or future events or otherwise. You should, however, review the factors and risks we describe in reports we will file from time to time with the SEC after the date of this transition report.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

7. Legal and
Administrative Proceedings

From time to time, we may be subject to various claims and legal actions arising in the
ordinary course of business. We are not aware of any proceedings being contemplated by any governmental authority.

We are not
currently a party to any material litigation or other legal proceedings and are not aware of any pending or threatened litigation or legal proceedings that may have a material adverse impact on our business, financial condition or results of
operations.

Part II

Item 13. Defaults, Dividends Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security
Holders and Use of Proceeds

A.  D. Material Modifications to the Rights of Security Holders

None.

E. Use of Proceeds

Not Applicable.

Part III

Item 18. Financial
Statements

The consolidated financial statements of Le Gaga Holdings Limited and its subsidiaries are included at the end
of this transition report.



23



---

##### Table of Contents

Item 19. Exhibits



|              |  |                                                                            
|------------- |  | ---------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                    
|              | 
|12.1          |  | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|12.2          |  | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|13.1          |  | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              | 
|13.2          |  | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              | 
|15.1          |  | Consent of KPMG, Independent Registered Public Accounting Firm             



24



---

##### Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this transition report on its behalf.



Le Gaga Holdings LimitedBy:

/s/ Auke CnossenName:

Auke CnossenTitle:

Chief Financial Officer


Date: November 23, 2012



25



---

##### Table of Contents

LE GAGA HOLDINGS LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                                            |  |     
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                            |  | Page
|Consolidated Financial Statements                                                                                                           |  |     
|                                                                                                                                            | 
|Report of Independent Registered Public Accounting Firm                                                                                     |  | F-2 
|                                                                                                                                            | 
|Consolidated Income Statements for the Three Months ended June 
30, 2012 and the Years ended March 31, 2012, 2011 and 2010                  |  | F-3 
|                                                                                                                                            | 
|Consolidated Statements of Comprehensive Income for the Three Months ended June 
30, 2012 and the Years ended March 31, 2012, 2011 and 2010 |  | F-4 
|                                                                                                                                            | 
|Consolidated Balance Sheets as of June 30, 2012 and as of March 31, 2012, 2011 and
2010                                                     |  | F-5 
|                                                                                                                                            | 
|Consolidated Statements of Changes in Equity for the Three Months ended June 
30, 2012 and the Years ended March 31, 2012, 2011 and 2010    |  | F-7 
|                                                                                                                                            | 
|Consolidated Statements of Cash Flows for the Three Months ended June 
30, 2012 and the Years ended March 31, 2012, 2011 and 2010           |  | F-12
|                                                                                                                                            | 
|Notes to the Consolidated Financial Statements                                                                                              |  | F-15



F-1



---

##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

Le Gaga Holdings Limited:

We have audited the accompanying consolidated balance sheets of Le
Gaga Holdings Limited and subsidiaries as of June 30, 2012 and March 31, 2012, 2011 and 2010, and the related consolidated income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows
for the three months ended June 30, 2012 and each of the years in the three-year period ended March 31, 2012, all expressed in Renminbi. These consolidated financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of Le Gaga Holdings Limited and subsidiaries as of June 30, 2012 and March 31, 2012, 2011 and 2010, and the results of their operations
and their cash flows for the three months ended June 30, 2012 and each of the years in the three-year period ended March 31, 2012, in conformity with International Financial Reporting Standards as issued by the International Accounting
Standards Board.

/s/ KPMG

Hong
Kong, China

November 23, 2012



F-2



---

##### Table of Contents

Consolidated income statements

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010

(Expressed in Renminbi)



|                                                                    |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|------------------------------------------------------------------- |  | ----- |  | -------------------------- | -------- | - | -------------------- |  | -------- | ------- |  |  | -------- | - |  | ------- | -------- | - |  |  | -------- | -
|                                                                    |  |       |  | Three months
endedJune 30, |          |   | Years
endedMarch 31, | 
|                                                                    |  | Note  |  | 2012                       |          |   | 2011                 |  |          | 2012    |  |  | 2011     |   |  | 2010    |         
|                                                                    |  |       |  | RMB000                    |          |   | RMB000              |  |          | RMB000 |  |  | RMB000  |   |  | RMB000 |         
|                                                                    |  |       |  |                            |          |   | (unaudited)          |  |          |         |  |  |          |   |  |         |         
|Revenue                                                             |  | 4     |  |                            | 123,248  |   |                      |  | 123,332  |         |  |  | 519,399  |   |  |         | 406,772  |   |  |  | 280,512  |  
|Cost of inventories sold                                            |  | 17(b) |  |                            | (107,983 | ) |                      |  | (106,276 | )       |  |  | (455,380 | ) |  |         | (357,211 | ) |  |  | (238,277 | )
|Changes in fair value less costs to sell related to:                |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
| Crops harvested during the period/year                            |  |       |  |                            | 5,067    |   |                      |  | 13,173   |         |  |  | 226,037  |   |  |         | 186,183  |   |  |  | 119,009  |  
|Growing crops on the farmland at the period/year end               |  |       |  |                            | 17,897   |   |                      |  | 22,990   |         |  |  | 60,890   |   |  |         | 55,713   |   |  |  | 33,734   |  
|Total changes in fair value less costs to sell of biological assets |  | 16(a) |  |                            | 22,964   |   |                      |  | 36,163   |         |  |  | 286,927  |   |  |         | 241,896  |   |  |  | 152,743  |  
|Packing expenses                                                    |  |       |  |                            | (8,913   | ) |                      |  | (8,431   | )       |  |  | (33,405  | ) |  |         | (28,248  | ) |  |  | (18,281  | )
|Land preparation costs                                              |  | 7(c)  |  |                            | (12,887  | ) |                      |  | (7,008   | )       |  |  | (37,593  | ) |  |         | (20,800  | ) |  |  | (12,434  | )
|Other income                                                        |  | 5     |  |                            | 466      |   |                      |  | 135      |         |  |  | 3,330    |   |  |         | 124      |   |  |  | 626      |  
|Research and development expenses                                   |  |       |  |                            | (2,291   | ) |                      |  | (2,061   | )       |  |  | (9,091   | ) |  |         | (7,298   | ) |  |  | (6,519   | )
|Selling and distribution expenses                                   |  |       |  |                            | (6,516   | ) |                      |  | (8,882   | )       |  |  | (32,120  | ) |  |         | (24,949  | ) |  |  | (18,207  | )
|Administrative expenses                                             |  |       |  |                            | (13,155  | ) |                      |  | (14,361  | )       |  |  | (58,519  | ) |  |         | (68,978  | ) |  |  | (25,059  | )
|Impairment losses on property, plant and equipment and prepayments  |  |       |  |                            |         |   |                      |  |         |         |  |  | (14,823  | ) |  |         |         |   |  |  |         |  
|Other expenses                                                      |  | 5     |  |                            | (132     | ) |                      |  | (133     | )       |  |  | (2,551   | ) |  |         | (6,070   | ) |  |  | (3,404   | )
|                                                                    |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|Results from operating activities                                   |  |       |  |                            | (5,199   | ) |                      |  | 12,478   |         |  |  | 166,174  |   |  |         | 135,238  |   |  |  | 111,700  |  
|                                                                    |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|Finance income                                                      |  |       |  |                            | 909      |   |                      |  | 2,937    |         |  |  | 11,838   |   |  |         | 2,881    |   |  |  | 101      |  
|Finance costs                                                       |  |       |  |                            | (4,046   | ) |                      |  | (2,787   | )       |  |  | (10,781  | ) |  |         | (4,643   | ) |  |  | (709     | )
|                                                                    |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|Net finance (costs)/income                                          |  | 6     |  |                            | (3,137   | ) |                      |  | 150      |         |  |  | 1,057    |   |  |         | (1,762   | ) |  |  | (608     | )
|                                                                    |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|(Loss)/profit before taxation                                       |  | 7     |  |                            | (8,336   | ) |                      |  | 12,628   |         |  |  | 167,231  |   |  |         | 133,476  |   |  |  | 111,092  |  
|Income tax expense                                                  |  | 8(a)  |  |                            | (128     | ) |                      |  |         |         |  |  | (4,415   | ) |  |         | (101     | ) |  |  | (890     | )
|                                                                    |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|(Loss)/profit for the period/year                                   |  |       |  |                            | (8,464   | ) |                      |  | 12,628   |         |  |  | 162,816  |   |  |         | 133,375  |   |  |  | 110,202  |  
|                                                                    |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|(Loss)/earnings per ordinary/ preferred share (in RMB cents)        |  | 9     |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|Basic                                                               |  |       |  |                            | (0.37    | ) |                      |  | 0.55     |         |  |  | 7.12     |   |  |         | 6.68     |   |  |  | 6.52     |  
|                                                                    |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|Diluted                                                             |  |       |  |                            | (0.37    | ) |                      |  | 0.53     |         |  |  | 6.91     |   |  |         | 6.46     |   |  |  | 6.43     |  
|                                                                    |  |       |  |                            |          |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  

See accompanying notes to the consolidated financial statements.



F-3



---

##### Table of Contents

Consolidated statements of comprehensive income

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010

(Expressed in Renminbi)



|                                                                                                                                    |  |      |  |                            |        |   |                      |  |        |         |  |  |         |   |  |         |         |   |  |  |         |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | -------------------------- | ------ | - | -------------------- |  | ------ | ------- |  |  | ------- | - |  | ------- | ------- | - |  |  | ------- | -
|                                                                                                                                    |  |      |  | Three months
endedJune 30, |        |   | Years
endedMarch 31, | 
|                                                                                                                                    |  | Note |  | 2012                       |        |   | 2011                 |  |        | 2012    |  |  | 2011    |   |  | 2010    |        
|                                                                                                                                    |  |      |  | RMB000                    |        |   | RMB000              |  |        | RMB000 |  |  | RMB000 |   |  | RMB000 |        
|                                                                                                                                    |  |      |  |                            |        |   | (unaudited)          |  |        |         |  |  |         |   |  |         |        
|(Loss)/profit for the period/year                                                                                                   |  |      |  |                            | (8,464 | ) |                      |  | 12,628 |         |  |  | 162,816 |   |  |         | 133,375 |   |  |  | 110,202 |  
|                                                                                                                                    |  |      |  |                            |        |  
|Other comprehensive income for the period/year (net of nil income tax)                                                              |  |      |  |                            |        |   |                      |  |        |         |  |  |         |   |  |         |         |   |  |  |         |  
|                                                                                                                                    |  |      |  |                            |        |  
|Exchange differences on translation of financial statements of entities outside the Peoples Republic of China (the
PRC)mainland |  |      |  |                            | 1,254  |   |                      |  | (6,508 | )       |  |  | (23,535 | ) |  |         | (12,486 | ) |  |  | (713    | )
|Reclassification adjustment for release of exchange reserve upon disposal of subsidiaries/ deregistration of a
subsidiary           |  |      |  |                            |       |   |                      |  |       |         |  |  | 2,969   |   |  |         |        |   |  |  | (541    | )
|                                                                                                                                    |  |      |  |                            |        |   |                      |  |        |         |  |  |         |   |  |         |         |   |  |  |         |  
|Total comprehensive income for the period/year                                                                                      |  |      |  |                            | (7,210 | ) |                      |  | 6,120  |         |  |  | 142,250 |   |  |         | 120,889 |   |  |  | 108,948 |  
|                                                                                                                                    |  |      |  |                            |        |   |                      |  |        |         |  |  |         |   |  |         |         |   |  |  |         |  

See accompanying notes to the consolidated financial statements.



F-4



---

##### Table of Contents

Consolidated balance sheets at June 30, 2012 and

March 31, 2012, 2011 and 2010

(Expressed in Renminbi)



|                                   |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|---------------------------------- |  | ---- |  | -------------- | --------- |  | --------------- |  | --------- | ------- |  |  | --------- |  |  |  | ------- | 
|                                   |  |      |  | As of June 30, |           |  | As of March 31, | 
|                                   |  | Note |  | 2012           |           |  | 2012            |  |           | 2011    |  |  | 2010      | 
|                                   |  |      |  | RMB000        |           |  | RMB000         |  |           | RMB000 |  |  | RMB000   | 
|Assets                             |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|                                   |  |      |  |                |          
|Property, plant and equipment      |  | 11   |  |                | 700,245   |  |                 |  | 693,297   |         |  |  | 575,246   |  |  |  | 357,862 | 
|Construction in progress           |  | 12   |  |                | 68,627    |  |                 |  | 52,441    |         |  |  | 24,294    |  |  |  | 17,402  | 
|Lease prepayments                  |  | 13   |  |                | 1,256     |  |                 |  | 1,263     |         |  |  | 2,413     |  |  |  | 2,516   | 
|Long-term deposits and prepayments |  | 14   |  |                | 163,494   |  |                 |  | 142,754   |         |  |  | 56,991    |  |  |  | 31,559  | 
|Biological assets                  |  | 16   |  |                | 7,833     |  |                 |  | 7,697     |         |  |  | 6,049     |  |  |  | 5,186   | 
|Deferred tax assets                |  | 24   |  |                | 1,943     |  |                 |  | 2,060     |         |  |  |          |  |  |  |        | 
|                                   |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Total non-current assets           |  |      |  |                | 943,398   |  |                 |  | 899,512   |         |  |  | 664,993   |  |  |  | 414,525 | 
|                                   |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Biological assets                  |  | 16   |  |                | 30,709    |  |                 |  | 77,097    |         |  |  | 73,662    |  |  |  | 45,005  | 
|Inventories                        |  | 17   |  |                | 16,427    |  |                 |  | 11,193    |         |  |  | 4,608     |  |  |  | 2,938   | 
|Trade and other receivables        |  | 18   |  |                | 64,566    |  |                 |  | 59,861    |         |  |  | 63,000    |  |  |  | 36,779  | 
|Cash                               |  | 19   |  |                | 504,506   |  |                 |  | 520,475   |         |  |  | 598,722   |  |  |  | 139,207 | 
|                                   |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Total current assets               |  |      |  |                | 616,208   |  |                 |  | 668,626   |         |  |  | 739,992   |  |  |  | 223,929 | 
|                                   |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Total assets                       |  |      |  |                | 1,559,606 |  |                 |  | 1,568,138 |         |  |  | 1,404,985 |  |  |  | 638,454 | 
|                                   |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Equity                             |  | 25   |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Capital                            |  |      |  |                | 692,833   |  |                 |  | 692,833   |         |  |  | 687,706   |  |  |  | 307,689 | 
|Reserves                           |  |      |  |                | 742,820   |  |                 |  | 745,838   |         |  |  | 592,041   |  |  |  | 272,355 | 
|                                   |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Total equity                       |  |      |  |                | 1,435,653 |  |                 |  | 1,438,671 |         |  |  | 1,279,747 |  |  |  | 580,044 | 
|                                   |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 



F-5



---

##### Table of Contents

Consolidated balance sheets at June 30, 2012 and

March 31, 2012, 2011 and 2010 (continued)

(Expressed in Renminbi)



|                               |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|------------------------------ |  | ---- |  | -------------- | --------- |  | --------------- |  | --------- | ------- |  |  | --------- |  |  |  | ------- | 
|                               |  |      |  | As of June 30, |           |  | As of March 31, | 
|                               |  | Note |  | 2012           |           |  | 2012            |  |           | 2011    |  |  | 2010      | 
|                               |  |      |  | RMB000        |           |  | RMB000         |  |           | RMB000 |  |  | RMB000   | 
|Liabilities                    |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|                               |  |      |  |                |          
|Bank loans                     |  | 20   |  |                | 61,998    |  |                 |  | 75,875    |         |  |  | 78,835    |  |  |  | 34,290  | 
|Loan from municipal government |  | 21   |  |                |          |  |                 |  |          |         |  |  |          |  |  |  | 1,410   | 
|                               |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Total non-current liabilities  |  |      |  |                | 61,998    |  |                 |  | 75,875    |         |  |  | 78,835    |  |  |  | 35,700  | 
|                               |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Bank loans                     |  | 20   |  |                | 24,307    |  |                 |  | 10,000    |         |  |  | 6,000     |  |  |  |        | 
|Trade and other payables       |  | 22   |  |                | 31,111    |  |                 |  | 37,055    |         |  |  | 36,321    |  |  |  | 18,628  | 
|Current taxation               |  | 24   |  |                | 6,537     |  |                 |  | 6,537     |         |  |  | 4,082     |  |  |  | 4,082   | 
|                               |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Total current liabilities      |  |      |  |                | 61,955    |  |                 |  | 53,592    |         |  |  | 46,403    |  |  |  | 22,710  | 
|                               |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Total liabilities              |  |      |  |                | 123,953   |  |                 |  | 129,467   |         |  |  | 125,238   |  |  |  | 58,410  | 
|                               |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 
|Total equity and liabilities   |  |      |  |                | 1,559,606 |  |                 |  | 1,568,138 |         |  |  | 1,404,985 |  |  |  | 638,454 | 
|                               |  |      |  |                |           |  |                 |  |           |         |  |  |           |  |  |  |         | 

See accompanying notes to the consolidated financial statements.



F-6



---

##### Table of Contents

Consolidated statements of changes in equity

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010

(Expressed in Renminbi)



|                                                  |  |               |    |  |                 |  |         |                   |  |  |                  |   |  |                 |        |   |                  |  |        |                   |  |  |         |  |  |  |         |   |  |  |         |  
|------------------------------------------------- |  | ------------- | -- |  | --------------- |  | ------- | ----------------- |  |  | ---------------- | - |  | --------------- | ------ | - | ---------------- |  | ------ | ----------------- |  |  | ------- |  |  |  | ------- | - |  |  | ------- | -
|                                                  |  | Share capital |    |  | Share premium   |  |         | Statutory reserve |  |  | Exchange reserve |   |  | Capital reserve |        |   | Other reserve    |  |        | Retained earnings |  |  | Total   | 
|                                                  |  | (note 25(a))  |    |  | (note 25(b)(i)) |  |         | (note 25(b)(iii)) |  |  | (note 25(b)(iv)) |   |  | (note 25(b)(v)) |        |   | (note 25(b)(vi)) |  |        |                   |  |  |         | 
|                                                  |  | RMB000       |    |  | RMB000         |  |         | RMB000           |  |  | RMB000          |   |  | RMB000         |        |   | RMB000          |  |        | RMB000           |  |  | RMB000 | 
|At April 1, 2009                                  |  |               | 14 |  |                 |  | 267,018 |                   |  |  | 19,043           |   |  |                 | (1,698 | ) |                  |  | 8,302  |                   |  |  | 28,355  |  |  |  | 103,632 |   |  |  | 424,666 |  
|                                                  |  |               |    |  |                 |  |         |                   |  |  |                  |   |  |                 |        |   |                  |  |        |                   |  |  |         |  |  |  |         |   |  |  |         |  
|Profit for the year                               |  |               |   |  |                 |  |        |                   |  |  |                 |   |  |                 |       |   |                  |  |       |                   |  |  |        |  |  |  | 110,202 |   |  |  | 110,202 |  
|Other comprehensive income                        |  |               |   |  |                 |  |        |                   |  |  |                 |   |  |                 | (1,254 | ) |                  |  |       |                   |  |  |        |  |  |  |        |   |  |  | (1,254  | )
|                                                  |  |               |    |  |                 |  |         |                   |  |  |                  |   |  |                 |        |   |                  |  |        |                   |  |  |         |  |  |  |         |   |  |  |         |  
|Total comprehensive income for the year           |  |               |   |  |                 |  |        |                   |  |  |                 |   |  |                 | (1,254 | ) |                  |  |       |                   |  |  |        |  |  |  | 110,202 |   |  |  | 108,948 |  
|                                                  |  |               |    |  |                 |  |         |                   |  |  |                  |   |  |                 |        |   |                  |  |        |                   |  |  |         |  |  |  |         |   |  |  |         |  
|Issue of preferred shares, net of issuing expense |  |               | 1  |  |                 |  | 40,656  |                   |  |  |                 |   |  |                 |       |   |                  |  |       |                   |  |  |        |  |  |  |        |   |  |  | 40,657  |  
|Equity settled share-based transactions           |  |               |   |  |                 |  |        |                   |  |  |                 |   |  |                 |       |   |                  |  | 5,773  |                   |  |  |        |  |  |  |        |   |  |  | 5,773   |  
|Disposal of a subsidiary                          |  |               |   |  |                 |  |        |                   |  |  | (304             | ) |  |                 |       |   |                  |  |       |                   |  |  |        |  |  |  | 304     |   |  |  |        |  
|Appropriations                                    |  |               |   |  |                 |  |        |                   |  |  | 8,057            |   |  |                 |       |   |                  |  |       |                   |  |  |        |  |  |  | (8,057  | ) |  |  |        |  
|                                                  |  |               |    |  |                 |  |         |                   |  |  |                  |   |  |                 |        |   |                  |  |        |                   |  |  |         |  |  |  |         |   |  |  |         |  
|At March 31, 2010                                 |  |               | 15 |  |                 |  | 307,674 |                   |  |  | 26,796           |   |  |                 | (2,952 | ) |                  |  | 14,075 |                   |  |  | 28,355  |  |  |  | 206,081 |   |  |  | 580,044 |  
|                                                  |  |               |    |  |                 |  |         |                   |  |  |                  |   |  |                 |        |   |                  |  |        |                   |  |  |         |  |  |  |         |   |  |  |         |  



F-7



---

##### Table of Contents

Consolidated statements of changes in equity

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010 (continued)

(Expressed in Renminbi)



|                                               |  |               |         |  |                 |  |          |                   |  |  |                  |  |  |                 |         |   |                  |  |         |                   |  |  |         |  |  |  |         |   |  |  |           |  
|---------------------------------------------- |  | ------------- | ------- |  | --------------- |  | -------- | ----------------- |  |  | ---------------- |  |  | --------------- | ------- | - | ---------------- |  | ------- | ----------------- |  |  | ------- |  |  |  | ------- | - |  |  | --------- | -
|                                               |  | Share capital |         |  | Share premium   |  |          | Statutory reserve |  |  | Exchange reserve |  |  | Capital reserve |         |   | Other reserve    |  |         | Retained earnings |  |  | Total   | 
|                                               |  | (note 25(a))  |         |  | (note 25(b)(i)) |  |          | (note 25(b)(iii)) |  |  | (note 25(b)(iv)) |  |  | (note 25(b)(v)) |         |   | (note 25(b)(vi)) |  |         |                   |  |  |         | 
|                                               |  | RMB000       |         |  | RMB000         |  |          | RMB000           |  |  | RMB000          |  |  | RMB000         |         |   | RMB000          |  |         | RMB000           |  |  | RMB000 | 
|At April 1, 2010                               |  |               | 15      |  |                 |  | 307,674  |                   |  |  | 26,796           |  |  |                 | (2,952  | ) |                  |  | 14,075  |                   |  |  | 28,355  |  |  |  | 206,081 |   |  |  | 580,044   |  
|                                               |  |               |         |  |                 |  |          |                   |  |  |                  |  |  |                 |         |   |                  |  |         |                   |  |  |         |  |  |  |         |   |  |  |           |  
|Profit for the year                            |  |               |        |  |                 |  |         |                   |  |  |                 |  |  |                 |        |   |                  |  |        |                   |  |  |        |  |  |  | 133,375 |   |  |  | 133,375   |  
|Other comprehensive income                     |  |               |        |  |                 |  |         |                   |  |  |                 |  |  |                 | (12,486 | ) |                  |  |        |                   |  |  |        |  |  |  |        |   |  |  | (12,486   | )
|                                               |  |               |         |  |                 |  |          |                   |  |  |                  |  |  |                 |         |   |                  |  |         |                   |  |  |         |  |  |  |         |   |  |  |           |  
|Total comprehensive income for the year        |  |               |        |  |                 |  |         |                   |  |  |                 |  |  |                 | (12,486 | ) |                  |  |        |                   |  |  |        |  |  |  | 133,375 |   |  |  | 120,889   |  
|                                               |  |               |         |  |                 |  |          |                   |  |  |                  |  |  |                 |         |   |                  |  |         |                   |  |  |         |  |  |  |         |   |  |  |           |  
|Arising from the Reorganization                |  |               | 118,762 |  |                 |  | (307,674 | )                 |  |  |                 |  |  |                 |        |   |                  |  |        |                   |  |  | 188,912 |  |  |  |        |   |  |  |          |  
|Exercise of share options                      |  |               | 5,383   |  |                 |  | 28,655   |                   |  |  |                 |  |  |                 |        |   |                  |  | (11,793 | )                 |  |  |        |  |  |  |        |   |  |  | 22,245    |  
|Equity settled share-based transactions        |  |               |        |  |                 |  |         |                   |  |  |                 |  |  |                 |        |   |                  |  | 21,678  |                   |  |  |        |  |  |  |        |   |  |  | 21,678    |  
|Issue of ordinary shares, net of issuing costs |  |               | 30,778  |  |                 |  | 504,113  |                   |  |  |                 |  |  |                 |        |   |                  |  |        |                   |  |  |        |  |  |  |        |   |  |  | 534,891   |  
|Appropriations                                 |  |               |        |  |                 |  |         |                   |  |  | 14,473           |  |  |                 |        |   |                  |  |        |                   |  |  |        |  |  |  | (14,473 | ) |  |  |          |  
|                                               |  |               |         |  |                 |  |          |                   |  |  |                  |  |  |                 |         |   |                  |  |         |                   |  |  |         |  |  |  |         |   |  |  |           |  
|At March 31, 2011                              |  |               | 154,938 |  |                 |  | 532,768  |                   |  |  | 41,269           |  |  |                 | (15,438 | ) |                  |  | 23,960  |                   |  |  | 217,267 |  |  |  | 324,983 |   |  |  | 1,279,747 |  
|                                               |  |               |         |  |                 |  |          |                   |  |  |                  |  |  |                 |         |   |                  |  |         |                   |  |  |         |  |  |  |         |   |  |  |           |  





F-8



---

##### Table of Contents

Consolidated statements of changes in equity

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010 (continued)

(Expressed in Renminbi)



|                                        |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |   |                 |  |         |                  |  |  |                   |   |  |         |         |  |  |  |         |   |  |  |           |  
|--------------------------------------- |  | ------------- | ------- |  | --------------- |  | ------- | ---------------- |  |  | ----------------- | - |  | ---------------- | ------ | - | --------------- |  | ------- | ---------------- |  |  | ----------------- | - |  | ------- | ------- |  |  |  | ------- | - |  |  | --------- | -
|                                        |  | Share capital |         |  | Share premium   |  |         | Treasury shares  |  |  | Statutory reserve |   |  | Exchange reserve |        |   | Capital reserve |  |         | Other reserve    |  |  | Retained earnings |   |  | Total   |        
|                                        |  | (note 25(a))  |         |  | (note 25(b)(i)) |  |         | (note 25(b)(ii)) |  |  | (note 25(b)(iii)) |   |  | (note 25(b)(iv)) |        |   | (note 25(b)(v)) |  |         | (note 25(b)(vi)) |  |  |                   |   |  |         |        
|                                        |  | RMB000       |         |  | RMB000         |  |         | RMB000          |  |  | RMB000           |   |  | RMB000          |        |   | RMB000         |  |         | RMB000          |  |  | RMB000           |   |  | RMB000 |        
|At April 1, 2011                        |  |               | 154,938 |  |                 |  | 532,768 |                  |  |  |                  |   |  |                  | 41,269 |   |                 |  | (15,438 | )                |  |  | 23,960            |   |  |         | 217,267 |  |  |  | 324,983 |   |  |  | 1,279,747 |  
|                                        |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |   |                 |  |         |                  |  |  |                   |   |  |         |         |  |  |  |         |   |  |  |           |  
|Profit for the year                     |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  |       |   |                 |  |        |                  |  |  |                  |   |  |         |        |  |  |  | 162,816 |   |  |  | 162,816   |  
|Other comprehensive income              |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  |       |   |                 |  | (20,566 | )                |  |  |                  |   |  |         |        |  |  |  |        |   |  |  | (20,566   | )
|                                        |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |   |                 |  |         |                  |  |  |                   |   |  |         |         |  |  |  |         |   |  |  |           |  
|Total comprehensive income for the year |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  |       |   |                 |  | (20,566 | )                |  |  |                  |   |  |         |        |  |  |  | 162,816 |   |  |  | 142,250   |  
|                                        |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |   |                 |  |         |                  |  |  |                   |   |  |         |         |  |  |  |         |   |  |  |           |  
|Repurchase of shares                    |  |               |        |  |                 |  |        |                  |  |  | (10,513           | ) |  |                  |       |   |                 |  |        |                  |  |  |                  |   |  |         |        |  |  |  |        |   |  |  | (10,513   | )
|Exercise of share options               |  |               | 453     |  |                 |  | 4,674   |                  |  |  |                  |   |  |                  |       |   |                 |  |        |                  |  |  | (1,650            | ) |  |         |        |  |  |  |        |   |  |  | 3,477     |  
|Equity settled share-based transactions |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  |       |   |                 |  |        |                  |  |  | 23,710            |   |  |         |        |  |  |  |        |   |  |  | 23,710    |  
|Disposal of a subsidiary                |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  | (3,800 | ) |                 |  |        |                  |  |  |                  |   |  |         |        |  |  |  | 3,800   |   |  |  |          |  
|Appropriations                          |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  | 15,037 |   |                 |  |        |                  |  |  |                  |   |  |         |        |  |  |  | (15,037 | ) |  |  |          |  
|                                        |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |   |                 |  |         |                  |  |  |                   |   |  |         |         |  |  |  |         |   |  |  |           |  
|At March 31, 2012                       |  |               | 155,391 |  |                 |  | 537,442 |                  |  |  | (10,513           | ) |  |                  | 52,506 |   |                 |  | (36,004 | )                |  |  | 46,020            |   |  |         | 217,267 |  |  |  | 476,562 |   |  |  | 1,438,671 |  
|                                        |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |   |                 |  |         |                  |  |  |                   |   |  |         |         |  |  |  |         |   |  |  |           |  





F-9



---

##### Table of Contents

Consolidated statements of changes in equity

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010 (continued)

(Expressed in Renminbi)



|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |  |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |  |  |  |           |  
|----------------------------------------- |  | ------------- | ------- |  | --------------- |  | ------- | ---------------- |  |  | ----------------- |  |  | ---------------- | ------ |  | --------------- |  | ------- | ---------------- |  |  | ----------------- |  |  | ------- | ------- |  |  |  | ------- |  |  |  | --------- | -
|(Unaudited)                               |  |               |         |  |                 |  |         |                  |  |  |                   |  |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |        
|                                          |  | Share capital |         |  | Share premium   |  |         | Treasury shares  |  |  | Statutory reserve |  |  | Exchange reserve |        |  | Capital reserve |  |         | Other reserve    |  |  | Retained earnings |  |  | Total   |        
|                                          |  | (note 25(a))  |         |  | (note 25(b)(i)) |  |         | (note 25(b)(ii)) |  |  | (note 25(b)(iii)) |  |  | (note 25(b)(iv)) |        |  | (note 25(b)(v)) |  |         | (note 25(b)(vi)) |  |  |                   |  |  |         |        
|                                          |  | RMB000       |         |  | RMB000         |  |         | RMB000          |  |  | RMB000           |  |  | RMB000          |        |  | RMB000         |  |         | RMB000          |  |  | RMB000           |  |  | RMB000 |        
|At April 1, 2011                          |  |               | 154,938 |  |                 |  | 532,768 |                  |  |  |                  |  |  |                  | 41,269 |  |                 |  | (15,438 | )                |  |  | 23,960            |  |  |         | 217,267 |  |  |  | 324,983 |  |  |  | 1,279,747 |  
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |  |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |  |  |  |           |  
|Profit for the period                     |  |               |        |  |                 |  |        |                  |  |  |                  |  |  |                  |       |  |                 |  |        |                  |  |  |                  |  |  |         |        |  |  |  | 12,628  |  |  |  | 12,628    |  
|Other comprehensive income                |  |               |        |  |                 |  |        |                  |  |  |                  |  |  |                  |       |  |                 |  | (6,508  | )                |  |  |                  |  |  |         |        |  |  |  |        |  |  |  | (6,508    | )
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |  |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |  |  |  |           |  
|Total comprehensive income for the period |  |               |        |  |                 |  |        |                  |  |  |                  |  |  |                  |       |  |                 |  | (6,508  | )                |  |  |                  |  |  |         |        |  |  |  | 12,628  |  |  |  | 6,120     |  
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |  |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |  |  |  |           |  
|Equity settled share-based transactions   |  |               |        |  |                 |  |        |                  |  |  |                  |  |  |                  |       |  |                 |  |        |                  |  |  | 5,124             |  |  |         |        |  |  |  |        |  |  |  | 5,124     |  
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |  |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |  |  |  |           |  
|At June 30, 2011                          |  |               | 154,938 |  |                 |  | 532,768 |                  |  |  |                  |  |  |                  | 41,269 |  |                 |  | (21,946 | )                |  |  | 29,084            |  |  |         | 217,267 |  |  |  | 337,611 |  |  |  | 1,290,991 |  
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |  |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |  |  |  |           |  





F-10



---

##### Table of Contents

Consolidated statements of changes in equity

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010 (continued)

(Expressed in Renminbi)



|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |   |  |  |           |  
|----------------------------------------- |  | ------------- | ------- |  | --------------- |  | ------- | ---------------- |  |  | ----------------- | - |  | ---------------- | ------ |  | --------------- |  | ------- | ---------------- |  |  | ----------------- |  |  | ------- | ------- |  |  |  | ------- | - |  |  | --------- | -
|                                          |  | Share capital |         |  | Share premium   |  |         | Treasury shares  |  |  | Statutory reserve |   |  | Exchange reserve |        |  | Capital reserve |  |         | Other reserve    |  |  | Retained earnings |  |  | Total   |        
|                                          |  | (note 25(a))  |         |  | (note 25(b)(i)) |  |         | (note 25(b)(ii)) |  |  | (note 25(b)(iii)) |   |  | (note 25(b)(iv)) |        |  | (note 25(b)(v)) |  |         | (note 25(b)(vi)) |  |  |                   |  |  |         |        
|                                          |  | RMB000       |         |  | RMB000         |  |         | RMB000          |  |  | RMB000           |   |  | RMB000          |        |  | RMB000         |  |         | RMB000          |  |  | RMB000           |  |  | RMB000 |        
|At April 1, 2012                          |  |               | 155,391 |  |                 |  | 537,442 |                  |  |  | (10,513           | ) |  |                  | 52,506 |  |                 |  | (36,004 | )                |  |  | 46,020            |  |  |         | 217,267 |  |  |  | 476,562 |   |  |  | 1,438,671 |  
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |   |  |  |           |  
|Loss for the period                       |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  |       |  |                 |  |        |                  |  |  |                  |  |  |         |        |  |  |  | (8,464  | ) |  |  | (8,464    | )
|Other comprehensive income                |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  |       |  |                 |  | 1,254   |                  |  |  |                  |  |  |         |        |  |  |  |        |   |  |  | 1,254     |  
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |   |  |  |           |  
|Total comprehensive income for the period |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  |       |  |                 |  | 1,254   |                  |  |  |                  |  |  |         |        |  |  |  | (8,464  | ) |  |  | (7,210    | )
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |   |  |  |           |  
|Equity settled share-based transactions   |  |               |        |  |                 |  |        |                  |  |  |                  |   |  |                  |       |  |                 |  |        |                  |  |  | 4,192             |  |  |         |        |  |  |  |        |   |  |  | 4,192     |  
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |   |  |  |           |  
|At June 30, 2012                          |  |               | 155,391 |  |                 |  | 537,442 |                  |  |  | (10,513           | ) |  |                  | 52,506 |  |                 |  | (34,750 | )                |  |  | 50,212            |  |  |         | 217,267 |  |  |  | 468,098 |   |  |  | 1,435,653 |  
|                                          |  |               |         |  |                 |  |         |                  |  |  |                   |   |  |                  |        |  |                 |  |         |                  |  |  |                   |  |  |         |         |  |  |  |         |   |  |  |           |  

See accompanying notes to the consolidated financial statements.



F-11



---

##### Table of Contents

Consolidated statements of cash flows

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010

(Expressed in Renminbi)



|                                                                                    |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |          |   |         |  |          |   |  |  |          |  
|----------------------------------------------------------------------------------- |  | ---- | -- |  | -------------------------- |  | ------- | -------------------- |  |  | ------- | - |  | ------- | -------- | - | ------- |  | -------- | - |  |  | -------- | -
|                                                                                    |  |      |    |  | Three months
endedJune 30, |  |         | Years
endedMarch 31, | 
|                                                                                    |  | Note |    |  | 2012                       |  |         | 2011                 |  |  | 2012    |   |  | 2011    |          |   | 2010    | 
|                                                                                    |  |      |    |  | RMB000                    |  |         | RMB000              |  |  | RMB000 |   |  | RMB000 |          |   | RMB000 | 
|                                                                                    |  |      |    |  |                            |  |         | (unaudited)          |  |  |         |   |  |         |          |   |         | 
|Operating activities                                                                |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |          |   |         |  |          |   |  |  |          |  
|                                                                                    |  |      |    |  |                            | 
|(Loss)/profit before taxation                                                       |  |      |    |  |                            |  | (8,336  | )                    |  |  | 12,628  |   |  |         | 167,231  |   |         |  | 133,476  |   |  |  | 111,092  |  
|Adjustments for:                                                                    |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |          |   |         |  |          |   |  |  |          |  
|Amortization of lease prepayments                                                   |  |      |    |  |                            |  | 14      |                      |  |  | 26      |   |  |         | 87       |   |         |  | 103      |   |  |  | 104      |  
|Depreciation                                                                        |  |      |    |  |                            |  | 18,065  |                      |  |  | 15,329  |   |  |         | 65,885   |   |         |  | 47,406   |   |  |  | 35,057   |  
|Equity settled share-based transactions                                             |  |      |    |  |                            |  | 4,192   |                      |  |  | 5,124   |   |  |         | 23,710   |   |         |  | 21,678   |   |  |  | 5,773    |  
|Changes in fair value less costs to sell of biological assets                       |  |      |    |  |                            |  | (22,964 | )                    |  |  | (36,163 | ) |  |         | (286,927 | ) |         |  | (241,896 | ) |  |  | (152,743 | )
|Interest income                                                                     |  |      |    |  |                            |  | (909    | )                    |  |  | (292    | ) |  |         | (1,310   | ) |         |  | (254     | ) |  |  | (101     | )
|Interest expense                                                                    |  |      |    |  |                            |  | 2,792   |                      |  |  | 2,787   |   |  |         | 10,781   |   |         |  | 4,643    |   |  |  |         |  
|Gain on disposal of subsidiaries                                                    |  |      | 26 |  |                            |  |        |                      |  |  |        |   |  |         | (1,309   | ) |         |  |         |   |  |  | (540     | )
|Net loss on disposal of property, plant and equipment and lease prepayment          |  |      |    |  |                            |  | 79      |                      |  |  | 73      |   |  |         | 2,153    |   |         |  | 5,143    |   |  |  | 3,142    |  
|Impairment losses on property, plant and equipment and prepayments                  |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         | 14,823   |   |         |  |         |   |  |  |         |  
|Foreign exchange loss/(gain)                                                        |  |      |    |  |                            |  | 330     |                      |  |  | (1,326  | ) |  |         | (7,630   | ) |         |  | (2,261   | ) |  |  | (529     | )
|                                                                                    |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |          |   |         |  |          |   |  |  |          |  
|                                                                                    |  |      |    |  |                            |  | (6,737  | )                    |  |  | (1,814  | ) |  |         | (12,506  | ) |         |  | (31,962  | ) |  |  | 1,255    |  
|Changes in working capital:                                                         |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |          |   |         |  |          |   |  |  |          |  
|Changes in current biological assets due to plantations                             |  |      |    |  |                            |  | (37,627 | )                    |  |  | (40,731 | ) |  |         | (162,201 | ) |         |  | (134,070 | ) |  |  | (99,854  | )
|Changes in inventories, net of effect of harvested crops transferred to inventories |  |      |    |  |                            |  | 102,089 |                      |  |  | 100,987 |   |  |         | 439,116  |   |         |  | 346,468  |   |  |  | 228,881  |  
|(Increase)/decrease in trade and other receivables                                  |  |      |    |  |                            |  | (4,724  | )                    |  |  | 15,706  |   |  |         | 295      |   |         |  | (35,310  | ) |  |  | (8,252   | )
|Decrease/(increase) in long-term deposits and prepayments                           |  |      |    |  |                            |  | 3,192   |                      |  |  | 3,033   |   |  |         | 7,561    |   |         |  | (21,025  | ) |  |  | (10,021  | )
|(Decrease)/increase in trade and other payables                                     |  |      |    |  |                            |  | (2,842  | )                    |  |  | 5,277   |   |  |         | 17,265   |   |         |  | 5,459    |   |  |  | 5,592    |  
|                                                                                    |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |          |   |         |  |          |   |  |  |          |  
|Cash generated from operations                                                      |  |      |    |  |                            |  | 53,351  |                      |  |  | 82,458  |   |  |         | 289,530  |   |         |  | 129,560  |   |  |  | 117,601  |  
|Income tax paid                                                                     |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         | (2,881   | ) |         |  | (101     | ) |  |  |         |  
|                                                                                    |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |          |   |         |  |          |   |  |  |          |  
|Net cash generated from operating activities                                        |  |      |    |  |                            |  | 53,351  |                      |  |  | 82,458  |   |  |         | 286,649  |   |         |  | 129,459  |   |  |  | 117,601  |  
|                                                                                    |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |          |   |         |  |          |   |  |  |          |  
|                                                                                    |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |          |   |         |  |          |   |  |  |          |  



F-12



---

##### Table of Contents

Consolidated statements of cash flows

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010

(continued)

(Expressed in Renminbi)



|                                                                             |  |      |  |                            |         |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|---------------------------------------------------------------------------- |  | ---- |  | -------------------------- | ------- | - | -------------------- |  | -------- | ------- |  |  | -------- | - |  | ------- | -------- | - |  |  | -------- | -
|                                                                             |  |      |  | Three months
endedJune 30, |         |   | Years
endedMarch 31, | 
|                                                                             |  | Note |  | 2012                       |         |   | 2011                 |  |          | 2012    |  |  | 2011     |   |  | 2010    |         
|                                                                             |  |      |  | RMB000                    |         |   | RMB000              |  |          | RMB000 |  |  | RMB000  |   |  | RMB000 |         
|                                                                             |  |      |  |                            |         |   | (unaudited)          |  |          |         |  |  |          |   |  |         |         
|Investing activities                                                         |  |      |  |                            |         |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|                                                                             |  |      |  |                            |         |  
|Interest received                                                            |  |      |  |                            | 909     |   |                      |  | 292      |         |  |  | 1,310    |   |  |         | 254      |   |  |  | 101      |  
|Plantations of non-current biological assets                                 |  |      |  |                            | (480    | ) |                      |  | (518     | )       |  |  | (1,656   | ) |  |         | (1,692   | ) |  |  | (624     | )
|Payment for the purchase of property, plant and equipment                    |  |      |  |                            | (4,746  | ) |                      |  | (3,751   | )       |  |  | (6,797   | ) |  |         | (9,520   | ) |  |  | (6,122   | )
|Payment for construction in progress and prepayments                         |  |      |  |                            | (60,904 | ) |                      |  | (109,244 | )       |  |  | (339,046 | ) |  |         | (262,704 | ) |  |  | (161,378 | )
|Proceeds from disposal of property, plant and equipment and lease prepayment |  |      |  |                            |        |   |                      |  | 1,000    |         |  |  | 5,331    |   |  |         | 13,411   |   |  |  | 7,658    |  
|Net cash outflow from disposal of subsidiaries                               |  |      |  |                            |        |   |                      |  |         |         |  |  | 3,737    |   |  |         |         |   |  |  |         |  
|                                                                             |  |      |  |                            |         |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  
|Net cash used in investing activities                                        |  |      |  |                            | (65,221 | ) |                      |  | (112,221 | )       |  |  | (337,121 | ) |  |         | (260,251 | ) |  |  | (160,365 | )
|                                                                             |  |      |  |                            |         |   |                      |  |          |         |  |  |          |   |  |         |          |   |  |  |          |  



F-13



---

##### Table of Contents

Consolidated statements of cash flows

for the three months ended June 30, 2012 and

the years ended March 31, 2012, 2011 and 2010

(continued)

(Expressed in Renminbi)



|                                                                 |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |         |   |         |  |         |   |  |  |         |  
|---------------------------------------------------------------- |  | ---- | -- |  | -------------------------- |  | ------- | -------------------- |  |  | ------- | - |  | ------- | ------- | - | ------- |  | ------- | - |  |  | ------- | -
|                                                                 |  |      |    |  | Three months
endedJune 30, |  |         | Years
endedMarch 31, | 
|                                                                 |  | Note |    |  | 2012                       |  |         | 2011                 |  |  | 2012    |   |  | 2011    |         |   | 2010    | 
|                                                                 |  |      |    |  | RMB000                    |  |         | RMB000              |  |  | RMB000 |   |  | RMB000 |         |   | RMB000 | 
|                                                                 |  |      |    |  |                            |  |         | (unaudited)          |  |  |         |   |  |         |         |   |         | 
|Financing activities                                             |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |         |   |         |  |         |   |  |  |         |  
|                                                                 |  |      |    |  |                            | 
|Interest paid                                                    |  |      |    |  |                            |  | (5,305  | )                    |  |  | (5,378  | ) |  |         | (10,521 | ) |         |  | (5,803  | ) |  |  | (1,133  | )
|Proceeds from bank loans                                         |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         | 10,000  |   |         |  | 53,632  |   |  |  | 34,300  |  
|Repayment of bank loan                                           |  |      |    |  |                            |  |        |                      |  |  | (6,000  | ) |  |         | (6,000  | ) |         |  |        |   |  |  |        |  
|Repayment to a director                                          |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         |        |   |         |  | (40     | ) |  |  |        |  
|Proceeds from municipal government loan                          |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         |        |   |         |  |        |   |  |  | 410     |  
|Repayment of municipal government loan                           |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         |        |   |         |  | (1,410  | ) |  |  |        |  
|Net proceeds from issue of preferred shares                      |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         |        |   |         |  |        |   |  |  | 40,657  |  
|Proceeds received from exercise of share options                 |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         | 3,161   |   |         |  | 22,245  |   |  |  |        |  
|Payment for repurchase of shares                                 |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         | (10,185 | ) |         |  |        |   |  |  |        |  
|Net proceeds from issue of ordinary shares, net of issuing costs |  |      |    |  |                            |  |        |                      |  |  |        |   |  |         |        |   |         |  | 534,891 |   |  |  |        |  
|                                                                 |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |         |   |         |  |         |   |  |  |         |  
|Net cash (used in)/generated from financing activities           |  |      |    |  |                            |  | (5,305  | )                    |  |  | (11,378 | ) |  |         | (13,545 | ) |         |  | 603,515 |   |  |  | 74,234  |  
|                                                                 |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |         |   |         |  |         |   |  |  |         |  
|Net (decrease)/increase in cash                                  |  |      |    |  |                            |  | (17,175 | )                    |  |  | (41,141 | ) |  |         | (64,017 | ) |         |  | 472,723 |   |  |  | 31,470  |  
|Cash at beginning of the period/year                             |  |      |    |  |                            |  | 520,475 |                      |  |  | 598,722 |   |  |         | 598,722 |   |         |  | 139,207 |   |  |  | 107,939 |  
|Effect of foreign exchange rate changes                          |  |      |    |  |                            |  | 1,206   |                      |  |  | (6,090  | ) |  |         | (14,230 | ) |         |  | (13,208 | ) |  |  | (202    | )
|                                                                 |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |         |   |         |  |         |   |  |  |         |  
|Cash at end of the period/year                                   |  |      | 19 |  |                            |  | 504,506 |                      |  |  | 551,491 |   |  |         | 520,475 |   |         |  | 598,722 |   |  |  | 139,207 |  
|                                                                 |  |      |    |  |                            |  |         |                      |  |  |         |   |  |         |         |   |         |  |         |   |  |  |         |  

See accompanying notes to the consolidated financial statements.



F-14



---

##### Table of Contents

Notes to the consolidated financial statements

(Expressed in Renminbi unless otherwise indicated)



|1 |  | General information
|- |  | -------------------



|(a) |  | Principal activities and reorganization
|--- |  | ---------------------------------------

Le Gaga Holdings Limited (the Company) was incorporated in the Cayman Islands on May 6, 2010 as the holding company of China Linong International Limited (China Linong) and
its subsidiaries in connection with the initial public offering (the IPO) of the Companys American depositary shares on the NASDAQ Global Select Market, which was completed in October 2010. The registered office of the Company is
located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The Company and its subsidiaries (hereinafter collectively referred as the Group) are principally engaged in
cultivating and processing of vegetables in the Peoples Republic of China (the PRC) for distribution to markets in the PRC.

On July 16, 2010, the Company issued ordinary shares and preferred shares to the existing ordinary shareholders and preferred shareholders of China Linong in exchange for all outstanding ordinary
shares and preferred shares of China Linong at a 1,000-for-1 exchange ratio (the Reorganization). Upon the completion of the Reorganization, the Company became the holding company of the Group.



|(b) |  | Change in Fiscal Year End
|--- |  | -------------------------

On August 24, 2012, the Board of Directors of the Company (the Board) approved a change in the Companys fiscal year end from March 31 to June 30. The change in year end is
to align the Companys fiscal reporting period and its annual budget planning with the Companys production and sales cycle.

As a result of this change, the Company is required to file a transition report to the Securities and Exchange Commission covering the three-month transition period ended June 30, 2012. References to
any of the Companys years in the accompanying consolidated financial statements refer to the fiscal year ended March 31 of that year. The comparative financial information with respect to the three months ended June 30, 2011 is
unaudited.



F-15



---

##### Table of Contents

|2 |  | Significant accounting policies
|- |  | -------------------------------



|(a) |  | Statement of compliance
|--- |  | -----------------------

The accompanying consolidated financial statements have been prepared in accordance with all applicable International Financial Reporting Standards (IFRSs), as issued by the International
Accounting Standards Board (IASB). IFRSs include International Accounting Standards (IASs) and interpretations. The consolidated financial statements were approved and authorized for issue by the Board of Directors of the
Company on November 23, 2012.

The IASB has issued certain new and revised IFRSs that are first effective or available for
early adoption for the current accounting period of the Group. Information on changes in accounting policies resulting from initial application of these developments to the extent that they are relevant to the Group for the current and prior periods
reflected in the accompanying consolidated financial statements is provided in note 2(c).



|(b) |  | Basis of preparation of the financial statements
|--- |  | ------------------------------------------------

Since the shareholders equity holdings remained the same before and after the Reorganization, there were no changes in the economic substance of the ownership structure and the business of the
Group. Accordingly, the Reorganization has been accounted for as a recapitalization of the Group and the accompanying consolidated financial statements reflect the assets and liabilities and results of operations of the Group at their respective
historical amount as if the Reorganization had occurred at the beginning of the financial periods presented.

The measurement
basis used in the preparation of the accompanying consolidated financial statements is the historical cost basis except for the following assets and liabilities which are stated at fair values as explained in the accounting policies set out below:



| |  | biological assets (see note 2(l))
| | - | ---------------------------------



| |  | derivative financial instruments (see note 2(e))
| | - | ------------------------------------------------

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.



F-16



---

##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(b) |  | Basis of preparation of the financial statements (continued)
|--- |  | ------------------------------------------------------------



The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of IFRSs that have significant effect on the financial statements and major sources of
estimation uncertainty are discussed in note 3.



|(c) |  | Changes in accounting policies
|--- |  | ------------------------------

The IASB has issued a few amendments to IFRSs that are first effective for the current accounting period of the Group. Of these, the amendments to IFRS 7, Financial instruments:
DisclosuresTransfer of financial assets are relevant to the Groups financial statements.

The Group has not
applied any new standard or interpretation that is not yet effective for the current accounting period (see note 30).

The
amendments to IFRS 7 require certain disclosures for all transferred financial assets that are not derecognised and for any continuing involvement in a transferred asset existing at the balance sheet date, irrespective of when the related transfer
transaction occurred. However, an entity need not provide the disclosures for the comparative period in the first year of adoption. The Group did not have any significant transfers of financial assets in previous periods or the current period which
require disclosure in the current accounting period under the amendments.



|(d) |  | Subsidiaries
|--- |  | ------------

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.

An investment in a subsidiary is consolidated into the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances and transactions and
any unrealized profits arising from intra-group transactions are eliminated in full in preparing the consolidated financial statements. Unrealized losses resulting from intra-group transactions are eliminated in the same way as unrealized gains but
only to the extent that there is no evidence of impairment.



F-17



---

##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(e) |  | Derivative financial instruments
|--- |  | --------------------------------

Derivative financial instruments are recognized initially at fair value. At each balance sheet date the fair value is remeasured. The gain or loss on remeasurement to fair value is charged immediately to
profit or loss.



|(f) |  | Cash and cash equivalents
|--- |  | -------------------------

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, and short-term, highly liquid investments that are readily convertible into known
amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition.



|(g) |  | Property, plant and equipment
|--- |  | -----------------------------

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses (see note 2(k)).

Gains or losses arising from the retirement or disposal of an item of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the item
and are recognized in profit or loss on the date of retirement or disposal.

Depreciation is calculated to write off the cost
of items of property, plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives as follows:



|                                                             |  |                                                                                               
|------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------
|    Land improvements, buildings andfarmland infrastructure |  | Shorter of the unexpired term of
land leases and their estimated useful lives of 3 to 30 years
|                                                             | 
|    Equipment and machinery                                 |  | 3 to 10 years                                                                                 
|                                                             | 
|    Motor vehicles                                          |  | 3 to 10 years                                                                                 
|                                                             | 
|    Furniture, fixtures and computer equipment              |  | 5 years                                                                                       

Depreciation of property, plant and equipment attributable to agricultural activities is capitalized as
part of plantation expenditure. Depreciation relating to idle capacity is charged to profit or loss in the accounting period of which the idle capacity is identified.

Where parts of an item of property, plant and equipment have different useful lives, the cost of the item is allocated on a reasonable basis between the parts and each part is depreciated separately. Both
the useful life of an asset and its residual value, if any, are reviewed annually.



F-18



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(h) |  | Construction in progress
|--- |  | ------------------------

Construction in progress represents property, plant and equipment under construction, and is stated at cost less impairment losses (see note 2(k)). Cost of self-constructed items of property, plant and
equipment include the cost of materials, direct labour and an appropriate proportion of production overheads and borrowing costs (see note 2(x)). Capitalization of these costs ceases and the construction in progress is transferred to property, plant
and equipment when substantially all of the activities necessary to prepare the asset for its intended use are complete.

No
depreciation is provided in respect of construction in progress until it is completed and ready for its intended use.



|(i) |  | Lease prepayments
|--- |  | -----------------

Lease prepayments represent the cost of land use rights paid to the PRC government authorities. Lease prepayments are carried at cost less
accumulated amortization and impairment losses (see note 2(k)). Amortization is charged to profit or loss on a straight-line basis over the respective periods of the rights.



|(j) |  | Leased assets
|--- |  | -------------

An
arrangement, comprising a transaction or a series of transactions, is or contains a lease if the Group determines that the arrangement conveys a right to use a specific asset or assets for an agreed period of time in return for a payment or a series
of payments. Such a determination is made based on evaluation of the substance of the arrangement and is regardless of whether the arrangement takes the legal form of a lease.



|(i) | Classification of assets leased to the Group
|--- | --------------------------------------------

Assets that are held by the Group under leases which transfer to the Group substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not
transfer substantially all the risks and rewards of ownership to the Group are classified as operating leases.



|(ii) | Operating lease charges
|---- | -----------------------

Where
the Group has the use of assets held under operating leases, payments made under the leases are charged to profit or loss in equal installments over the accounting periods covered by the lease term. Lease incentives received are recognized in profit
or loss as an integral part of the aggregate net lease payments made. Contingent rentals are charged to profit or loss in the accounting period in which they are incurred.

The cost of acquiring land held under an operating lease is amortized on a straight-line basis over the period of the lease term.



F-19



---

##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(k) |  | Impairment of assets
|--- |  | --------------------



|(i) | Impairment of receivables
|--- | -------------------------

Current receivables that are carried at amortized cost are reviewed at each balance sheet date to determine whether there is objective
evidence of impairment. Objective evidence of impairment includes observable data that comes to the attention of the Group about one or more of the following loss events:



| |  |  | significant financial difficulty of the debtor;
| | - |  | -----------------------------------------------



| |  |  | a breach of contract, such as a default or delinquency in interest or principal payments;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | it becoming probable that the debtor will enter bankruptcy or other financial reorganization; and
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor.
| | - |  | --------------------------------------------------------------------------------------------------------------------------

If any such evidence exists, the impairment loss is determined and recognized as follows:



| |  |  | For trade and other current receivables carried at amortized cost, the impairment loss is measured as the difference between the assets
carrying amount and the present value of estimated future cash flows, discounted at the financial assets original effective interest rate (i.e. the effective interest rate computed at initial recognition of these assets), where the effect of
discounting is material. This assessment is made collectively where these financial assets share similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. Future cash flows for financial
assets which are assessed for impairment collectively are based on historical loss experience for assets with credit risk characteristics similar to the collective group.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Impairment losses are written off against the corresponding assets directly, except for impairment losses recognized in respect of trade
receivables whose recovery is considered doubtful but not remote. In this case, the impairment losses for doubtful debts are recorded using an allowance account. When the Group is satisfied that recovery is remote, the amount considered
irrecoverable is written off against trade receivables directly and any amounts held in the allowance account relating to that debt are reversed. Subsequent recoveries of amounts previously charged to the allowance account are reversed against the
allowance account. Other changes in the allowance account and subsequent recoveries of amounts previously written off directly are recognized in profit or loss.



F-20



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(k) |  | Impairment of assets (continued)
|--- |  | --------------------------------



|(ii) | Impairment of other assets
|---- | --------------------------

Internal and external sources of information are reviewed at each balance sheet date to identify indications that the following assets may
be impaired or an impairment loss previously recognized no longer exists or may have decreased.



| |  |  | property, plant and equipment;
| | - |  | ------------------------------



| |  |  | construction in progress;
| | - |  | -------------------------



| |  |  | lease prepayments; and
| | - |  | ----------------------



| |  |  | long-term deposits and prepayments.
| | - |  | -----------------------------------

If any such indication exists, the assets recoverable amount is estimated.



| |  |  | Calculation of recoverable amount
| | - |  | ---------------------------------

The recoverable amount of an asset is the greater of its fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable
amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).



| |  |  | Recognition of impairment losses
| | - |  | --------------------------------

An impairment loss is recognized in profit or loss if the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognized in
respect of cash-generating units are allocated to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less
costs to sell, or value in use, if determinable.



| |  |  | Reversals of impairment losses
| | - |  | ------------------------------

An impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. A reversal of an impairment loss is limited to the assets carrying
amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognized.



F-21



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(l) |  | Biological assets
|--- |  | -----------------

Biological assets are living plants managed by the Group on its farmland. Biological assets include vegetables and fruits which are to be
harvested as agricultural produce, and tea and other trees which are not agricultural produce but are self-regenerating for sustaining regular harvests of agricultural produce. Biological assets with life cycle of one year or less are classified as
current biological assets. Biological assets are measured at fair value less costs to sell on initial recognition and at each balance sheet date. Costs to sell include all incremental costs directly attributable to the sale of the biological assets,
excluding finance costs and income taxes. The fair value of a biological asset in its present location and condition is determined based on either the present value of expected net cash flows from the biological asset discounted at a current
market-determined pre-tax rate or the current market price with reference to the species, growing condition, costs incurred and expected yield of the crops. The gain or loss arising from initial recognition of a biological asset at fair value less
costs to sell and from a change in fair value less costs to sell of a biological asset is recognized in profit or loss.

Agricultural produce harvested from the Groups biological assets is initially measured at its fair value less costs to sell at the
point of harvest. The fair value of agricultural produce is determined based on market prices in the local market. The gain or loss arising from initial recognition of agricultural produce as a result of harvesting is recognized in profit or loss
for the period in which it arises. The fair value less costs to sell at the point of harvest is the deemed cost of the agricultural produce included in inventories for subsequent sale in the local market.



|(m) |  | Inventories
|--- |  | -----------

Inventories comprising agricultural materials, consumables, packing materials, and agricultural produce and are measured at the lower of
cost and net realizable value. The cost of inventories, other than agricultural produce, is based on the weighted average cost formula, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs
incurred in bringing them to their existing location and condition. The cost of agricultural produce transferred from biological assets is its fair value less costs to sell at the point of harvest.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling
expenses.

When inventories are sold, the carrying amount of those inventories is recognized as an expense in the period in
which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs.



F-22



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(n) |  | Preferred share capital
|--- |  | -----------------------

Preferred share capital is classified as equity if it is non-redeemable, or redeemable only at the Companys option, and any dividends are discretionary. Dividends on preferred share capital
classified as equity are recognized as distributions within equity.



|(o) |  | Trade and other receivables
|--- |  | ---------------------------

Trade and other receivables are initially recognized at fair value and thereafter stated at amortized cost using the effective interest rate method, less allowance for impairment of doubtful debts (see
note 2(k)), except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less allowance for
impairment of doubtful debts.



|(p) |  | Interest-bearing borrowings
|--- |  | ---------------------------

Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any
difference between the initially recognized amount and redemption value being recognized in profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.



|(q) |  | Trade and other payables
|--- |  | ------------------------

Trade and other payables are initially recognized at fair value and thereafter stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.



|(r) |  | Employee benefits
|--- |  | -----------------



|(i) | Short term employee benefits and contributions to defined contribution retirement plans
|--- | ---------------------------------------------------------------------------------------

Salary, annual bonuses, paid annual leave, contributions to defined contribution retirement plans and the cost of non-monetary benefits
are accrued in the year in which the associated services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.



F-23



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(r) |  | Employee benefits (continued)
|--- |  | -----------------------------



|(ii) | Share-based payments
|---- | --------------------

The fair
value of share options granted to employees is recognized as an employee cost with a corresponding increase in a capital reserve within equity. The fair value is measured at grant date using the Black-Scholes Option Pricing model or the Binomial
Option Pricing model, taking into account the terms and conditions upon which the options were granted. Where the employees have to meet vesting conditions before becoming unconditionally entitled to the options, the total estimated fair value of
the options is spread over the vesting period, taking into account the probability that the options will vest.

During the
vesting period, the number of share options that is expected to vest is reviewed. Any resulting adjustment to the cumulative fair value recognized in prior years is charged/credited to profit or loss for the year of the review, unless the original
employee expenses qualify for recognition as an asset, with a corresponding adjustment to the capital reserve. On vesting date, the amount recognized as an expense is adjusted to reflect the actual number of options that vest (with a corresponding
adjustment to the capital reserve) except where forfeiture is only due to not achieving vesting conditions that relate to the market price of the shares. The equity amount is recognized in the capital reserve until either the option is exercised
(when it is transferred to the share premium account) or the option expires (when it is released directly to retained profits).



|(s) |  | Income tax
|--- |  | ----------

Income
tax for the period/year comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognized in profit or loss except to the extent that they relate to business
combinations or items recognized in other comprehensive income or directly in equity, in which case the relevant amounts are recognized in other comprehensive income or directly in equity, respectively.

Current tax is the expected tax payable on the taxable income for the period/year, using tax rates enacted or substantively enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax assets and liabilities arise
from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses
and unused tax credits.



F-24



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(s) |  | Income tax (continued)
|--- |  | ----------------------



Apart from certain limited exceptions, all deferred tax liabilities, and all deferred
tax assets to the extent that it is probable that future taxable profits will be available against which the asset can be utilized, are recognized. Future taxable profits that may support the recognition of deferred tax assets arising from
deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those differences relate to the same taxation authority and the same taxable entity, and are expected to reverse
either in the same period as the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can be carried back or forward. The same criteria are adopted when determining whether
existing taxable temporary differences support the recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they relate to the same taxation authority and the same taxable
entity, and are expected to reverse in a period, or periods, in which the tax loss or credit can be utilized.

The limited
exceptions to recognition of deferred tax assets and liabilities are those temporary differences arising from the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a
business combination), and temporary differences relating to investments in subsidiaries to the extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the differences will not reverse
in the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future.

The amount of deferred tax recognized is measured based on the expected manner of realization or settlement of the carrying amount of the
assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets and liabilities are not discounted.

The carrying amount of a deferred tax asset is reviewed at each balance sheet date and is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the
related tax benefit to be utilized. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available.

Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities, and
deferred tax assets against deferred tax liabilities, if the Group has the legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met:



| |  |  | in the case of current tax assets and liabilities, the Group intends either to settle on a net basis, or to realize the asset and settle the
liability simultaneously; or
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-25



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(s) |  | Income tax (continued)
|--- |  | ----------------------



| |  |  | in the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either:
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the same taxable entity; or
| | - |  | ---------------------------



| |  |  | different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be
settled or recovered, intend to realize the current tax assets and settle the current tax liabilities on a net basis or realize and settle simultaneously.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(t) |  | Provisions and contingent liabilities
|--- |  | -------------------------------------

Provisions are recognized for liabilities of uncertain timing or amount when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of
economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditures expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation
is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also
disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.



|(u) |  | Revenue recognition
|--- |  | -------------------

Revenue is measured at the fair value of the consideration received or receivable. Provided it is probable that the economic benefits will
flow to the Group and the revenue and costs, if applicable, can be measured reliably, revenue is recognized in profit or loss as follows:



|(i) | Sale of goods
|--- | -------------

The Group
recognizes revenue on product sales when vegetables are delivered and the customers take ownership and assume risk of loss, which is when the vegetables are received by the customer at its or a designated location or collected directly by the
customer from the cultivation bases, collection of the relevant receivable is probable and the selling price is fixed or determinable. Net sales of products represents the invoiced value of goods, net of trade discounts and allowances.



F-26



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(u) |  | Revenue recognition (continued)
|--- |  | -------------------------------



|(ii) | Interest income
|---- | ---------------

Interest income
is recognized as it accrues using the effective interest method.



|(iii) | Government grants
|----- | -----------------

Government
grants unrelated to biological assets are recognized in the balance sheet initially when there is reasonable assurance that it will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group
for expenses incurred are deducted from the expenses on a systematic basis in the same periods in which the expenses are incurred. Grants that compensate the Group for the cost of an asset are deducted from the carrying amount of the asset and
consequently are effectively recognized in profit or loss over the useful life of the asset by way of reduced depreciation expense.

During the three months ended June 30, 2012, no government grant (three months ended June 30, 2011 (unaudited): Nil; year ended March 31, 2012: Nil; year ended March 31, 2011:
RMB95,000; year ended March 31, 2010: RMB135,000) that compensated the Group for expenses incurred in research and development activities were deducted from the related expenses, and no government grants (three months ended June 30, 2011
(unaudited): Nil; year ended March 31, 2012: RMB1,100,000; year ended March 31, 2011: RMB723,000; year ended March 31, 2010: RMB592,000) that compensated the Group for the cost of construction of certain buildings and farmland
infrastructure were deducted from the carrying amount of the respective construction in progress.



|(v) |  | Translation of foreign currencies
|--- |  | ---------------------------------

The functional currency of the subsidiaries of the Group in the PRC-mainland is Renminbi (RMB), whereas the functional currencies of the Company and China Linong are United States dollars and
the functional currencies of the subsidiaries of the Group outside the PRC-mainland are either United States dollars or Hong Kong dollars. For the purposes of presenting the consolidated financial statements, the Group has adopted RMB as its
presentation currency, rounded to the nearest thousand.

Foreign currency transactions during the period/year are translated at
the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the balance sheet date. Exchange gains and losses are recognized in
profit or loss.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are
translated using the foreign exchange rates ruling at the transaction dates.



F-27



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(v) |  | Translation of foreign currencies (continued)
|--- |  | ---------------------------------------------



The results of operations outside the PRC-mainland are translated into RMB at the
exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Balance sheet items are translated into RMB at the closing foreign exchange rates ruling at the balance sheet date. The resulting exchange differences
are recognized in other comprehensive income and accumulated separately in equity in the exchange reserve.

On disposal of an
operation outside the PRC-mainland, the cumulative amount of the exchange differences relating to that operation is reclassified from equity to profit or loss when the profit or loss on disposal is recognized.



|(w) |  | Research and development costs
|--- |  | ------------------------------

Research and development costs are recognized as expenses in the period in which they are incurred.



|(x) |  | Borrowing costs
|--- |  | ---------------

Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of that asset. Other borrowing costs are expensed in the period in which they are incurred.

The capitalization of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being
incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in progress. Capitalization of borrowing costs is suspended or ceases when substantially all the activities
necessary to prepare the qualifying asset for its intended use or sale are interrupted or complete.



|(y) |  | Related parties
|--- |  | ---------------



| | (a) | A person, or a close member of that persons family, is related to the Group if that person:
| | --- | --------------------------------------------------------------------------------------------



| | (i) | has control or joint control over the Group;
| | --- | --------------------------------------------



| | (ii) | has significant influence over the Group; or
| | ---- | --------------------------------------------



| | (iii) | is a member of the key management personnel of the Group or the Groups parent.
| | ----- | -------------------------------------------------------------------------------



F-28



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(y) |  | Related parties (continued)
|--- |  | ---------------------------



| | (b) | An entity is related to the Group if any of the following conditions applies:
| | --- | -----------------------------------------------------------------------------



| | (i) | The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | One entity is an associate or joint venture of the entity (or an associate or joint venture of a member of a group of which the other entity is a member).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Both entities are joint ventures of the same third party.
| | ----- | ---------------------------------------------------------



| | (iv) | One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
| | ---- | ---------------------------------------------------------------------------------------------------------



| | (v) | The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group.
| | --- | --------------------------------------------------------------------------------------------------------------------------------



| | (vi) | The entity is controlled or jointly controlled by a person identified in (a).
| | ---- | -----------------------------------------------------------------------------



| | (vii) | A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the entity.



|(z) |  | Earnings per share
|--- |  | ------------------

As further described in note 25(a), the Companys preferred shares were converted into ordinary shares on an one-to-one basis on
October 29, 2010 upon the completion of the IPO. For the purpose of calculation of earnings per share for the years ended March 31, 2010 and 2011, the holders of the ordinary shares and preferred shares were considered to have equal rights
to receive dividends from the Groups earnings for periods prior to the conversion.

Basic earnings per share (EPS) is
calculated by dividing the profit or loss attributable to ordinary and preferred shareholders by the weighted average number of ordinary and preferred shares outstanding during the period/year.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary and preferred shareholders and the weighted average
number of ordinary and preferred shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.



F-29



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##### Table of Contents

|2 |  | Significant accounting policies (continued)
|- |  | -------------------------------------------



|(z) |  | Earnings per share (continued)
|--- |  | ------------------------------



For the purpose of calculating basic and diluted earnings per share, the number of
ordinary and preferred shares used in the calculation reflects the 1,000-for-1 share exchange in connection with the Reorganization described in note 1 on a retrospective basis as if the share exchange had occurred at the beginning of the earliest
period presented.



|(aa) |  | Segment reporting
|---- |  | -----------------

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses,
including revenues and expenses that relate to transactions with any of the Groups other components. All operating segments operating results are reviewed regularly by the Groups most senior executive management to make decisions
about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.



|3 | Accounting estimates and judgements
|- | -----------------------------------

Notes 23 and 27 contain information about the assumptions and their risk factors relating to fair value of the share options granted and financial instruments. Other key sources of estimation uncertainty
are as follows:



|(a) |  | Depreciation and estimated useful lives
|--- |  | ---------------------------------------

Property, plant and equipment is depreciated on a straight line basis over the estimated useful lives of the assets. The Group reviews the estimated useful lives of the assets regularly in order to
determine the amount of depreciation expense to be recorded during any reporting period. The useful lives are based on the Groups historical experience with similar assets. The depreciation expense for future periods is adjusted if there are
material changes from previous estimates.



|(b) |  | Impairment of assets
|--- |  | --------------------

The Group reviews the internal and external sources of information at each balance sheet date to identify indications that property, plant and equipment, construction in progress, lease prepayments and
long-term deposits and prepayments may be impaired. When indication of impairment is identified, management assesses its fair value less costs to sell or value in use to determine the recoverable amount of such assets and the difference between the
carrying amount and recoverable amount is recognized as impairment losses. Discounted future cashflows are estimated by the Group to assess the value in use and any change in the assumptions adopted in the cash flow forecasts would increase or
decrease in the impairment losses and affect the net asset value and results of the Group.



F-30



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##### Table of Contents

|3 |  | Accounting estimates and judgements (continued)
|- |  | -----------------------------------------------



|(c) |  | Fair value of biological assets and agricultural produce
|--- |  | --------------------------------------------------------

The Groups biological assets are valued at fair value less costs to sell at each balance sheet date and the Groups agricultural produce harvested from a biological asset is measured at fair
value less costs to sell at the point of harvest.

The fair value less costs to sell at each balance sheet date is determined
using the net present value approach which requires a number of key assumptions and estimates to be made such as discount rate, future net cash flows, etc. Any change in these estimates may affect the fair value of the biological assets
significantly. Management reviews the assumptions and estimates periodically to identify any significant change in the fair value of biological assets.



|4 | Revenue and segment information
|- | -------------------------------



|(a) |  | Revenue
|--- |  | -------

The
principal activities of the Group are cultivating, processing and distribution of vegetables. Revenue represents the invoiced value of goods sold during the year, net of returns and discounts.

An analysis of the Groups revenue by the categories of customers for the three months ended June 30, 2012 and 2011 and the
years ended March 31, 2012, 2011 and 2010 is as follows:



Three months
endedJune 30,


Years
endedMarch 31,2012


2011


2012


2011


2010RMB000


RMB000


RMB000


RMB000


RMB000(unaudited)Wholesalers


63,968



62,542



289,976



213,974



137,546Institutional customers


54,224



51,412



197,394



149,131



100,969Supermarkets


5,047



9,347



31,880



43,099



41,235Others


9



31



149



568



762123,248



123,332



519,399



406,772



280,512


The Groups customer base is diversified and sales to the largest customer accounted for 10.8%
of revenue in the three months ended June 30, 2012. No single customer accounted for over 10% of revenue during three months ended June 30, 2011 and the years ended March 31, 2012, 2011 and 2010. Details of concentrations of credit risk are set out
in note 27.



F-31



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##### Table of Contents

|4 | Revenue and segment information (continued)
|- | -------------------------------------------



Further details regarding the Groups principal activities are disclosed as
follows:



|(b) |  | Segment information
|--- |  | -------------------

The Group manages its business by two operating segments, being the Vegetables business and Trees business, which are organized by the
type of biological assets. In a manner consistent with the way in which information is reported internally to the Groups most senior executive management for the purpose of resource allocation and performance assessment, the Group has
identified the following two reportable segments. No operating segments have been aggregated to form the following reportable segments.



| |  |  | Vegetables business (PRC-mainland/Hong Kong)
| | - |  | --------------------------------------------



| |  | Vegetables business consists of the cultivating, processing and distribution of vegetables.
| |  | -------------------------------------------------------------------------------------------



| |  |  | Trees business (PRC-mainland)
| | - |  | -----------------------------

Trees business consists of the cultivating, processing and distribution of fruits and tea leaf from its fruit and tea trees, and cultivating and selling of fir trees.



F-32



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##### Table of Contents

|4 |  | Revenue and segment information (continued)
|- |  | -------------------------------------------



|(b) |  | Segment information (continued)
|--- |  | -------------------------------



For the purposes of assessing the Groups performance, the Groups senior
executive management monitors segment performance according to the operating results after charging the cost of inventories used, packing expenses, land preparation costs and natural disaster losses but before biological fair value adjustments,
other income and expenses as set out in the reconciliation in note 4(b)(ii) below.



|(i) | Analysis of segment results
|--- | ---------------------------



|                              |  |                             |         |   |                  |  |     |         |  |  |            |   |  |         |         |   |         |  |     |   |  |  |         |  
|----------------------------- |  | --------------------------- | ------- | - | ---------------- |  | --- | ------- |  |  | ---------- | - |  | ------- | ------- | - | ------- |  | --- | - |  |  | ------- | -
|                              |  | Three months ended June 30, |        
|                              |  | 2012                        |         |   | 2011 (unaudited) | 
|                              |  | Vegetables                  |         |   | Trees            |  |     | Total   |  |  | Vegetables |   |  | Trees   |         |   | Total   | 
|                              |  | RMB000                     |         |   | RMB000          |  |     | RMB000 |  |  | RMB000    |   |  | RMB000 |         |   | RMB000 | 
|Segment revenue               |  |                             | 122,880 |   |                  |  | 368 |         |  |  | 123,248    |   |  |         | 122,970 |   |         |  | 362 |   |  |  | 123,332 |  
|                              |  |                             |         |   |                  |  |     |         |  |  |            |   |  |         |         |   |         |  |     |   |  |  |         |  
|Segment profit                |  |                             | 55,197  |   |                  |  | 231 |         |  |  | 55,428     |   |  |         | 60,798  |   |         |  | 224 |   |  |  | 61,022  |  
|                              |  |                             |         |   |                  |  |     |         |  |  |            |   |  |         |         |   |         |  |     |   |  |  |         |  
|Depreciation and amortization |  |                             | (17,411 | ) |                  |  | (14 | )       |  |  | (17,425    | ) |  |         | (14,673 | ) |         |  | (43 | ) |  |  | (14,716 | )
|                              |  |                             |         |   |                  |  |     |         |  |  |            |   |  |         |         |   |         |  |     |   |  |  |         |  



F-33



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##### Table of Contents

|4 |  | Revenue and segment information (continued)
|- |  | -------------------------------------------



|(b) |  | Segment information (continued)
|--- |  | -------------------------------



|(i) | Analysis of segment results (continued)
|--- | ---------------------------------------



|                              |  |                       |         |   |         |  |       |         |  |  |            |   |  |         |         |   |         |  |       |            |  |  |         |   |  |         |         |   |  |  |     |   |  |  |         |  
|----------------------------- |  | --------------------- | ------- | - | ------- |  | ----- | ------- |  |  | ---------- | - |  | ------- | ------- | - | ------- |  | ----- | ---------- |  |  | ------- | - |  | ------- | ------- | - |  |  | --- | - |  |  | ------- | -
|                              |  | Years ended March 31, |        
|                              |  | 2012                  |         |   | 2011    |  |       | 2010    | 
|                              |  | Vegetables            |         |   | Trees   |  |       | Total   |  |  | Vegetables |   |  | Trees   |         |   | Total   |  |       | Vegetables |  |  | Trees   |   |  | Total   |        
|                              |  | RMB000               |         |   | RMB000 |  |       | RMB000 |  |  | RMB000    |   |  | RMB000 |         |   | RMB000 |  |       | RMB000    |  |  | RMB000 |   |  | RMB000 |        
|Segment revenue               |  |                       | 517,783 |   |         |  | 1,616 |         |  |  | 519,399    |   |  |         | 405,398 |   |         |  | 1,374 |            |  |  | 406,772 |   |  |         | 279,852 |   |  |  | 660 |   |  |  | 280,512 |  
|                              |  |                       |         |   |         |  |       |         |  |  |            |   |  |         |         |   |         |  |       |            |  |  |         |   |  |         |         |   |  |  |     |   |  |  |         |  
|Segment profit                |  |                       | 274,522 |   |         |  | 1,078 |         |  |  | 275,600    |   |  |         | 217,476 |   |         |  | 905   |            |  |  | 218,381 |   |  |         | 146,649 |   |  |  | 346 |   |  |  | 146,995 |  
|                              |  |                       |         |   |         |  |       |         |  |  |            |   |  |         |         |   |         |  |       |            |  |  |         |   |  |         |         |   |  |  |     |   |  |  |         |  
|Depreciation and amortization |  |                       | (63,406 | ) |         |  | (87   | )       |  |  | (63,493    | ) |  |         | (45,425 | ) |         |  | (154  | )          |  |  | (45,579 | ) |  |         | (33,723 | ) |  |  | (81 | ) |  |  | (33,804 | )
|                              |  |                       |         |   |         |  |       |         |  |  |            |   |  |         |         |   |         |  |       |            |  |  |         |   |  |         |         |   |  |  |     |   |  |  |         |  



F-34



---

##### Table of Contents

|4 |  | Revenue and segment information (continued)
|- |  | -------------------------------------------



|(b) |  | Segment information (continued)
|--- |  | -------------------------------



|(ii) | Reconciliation of segment profit
|---- | --------------------------------

Reconciliation of reportable segment profit to consolidated profit before taxation is disclosed as follows:



Three months
endedJune 30,


Years
endedMarch 31,2012


2011


2012


2011


2010RMB000


RMB000


RMB000


RMB000


RMB000(unaudited)Segment profit


55,428



61,022



275,600



218,381



146,995Other income


466



135



3,330



124



626Research and development expenses


(2,291
)


(2,061
)


(9,091
)


(7,298
)


(6,519
)Selling and distribution expenses


(6,516
)


(8,882
)


(32,120
)


(24,949
)


(18,207
)Administrative expenses


(13,155
)


(14,361
)


(58,519
)


(68,978
)


(25,059
)Impairment losses on property, plant and equipment and prepayments










(14,823
)






Other expenses


(132
)


(133
)


(2,551
)


(5,590
)


(3,167
)Net finance (costs)/ income


(3,137
)


150



1,057



(1,762
)


(608
)Biological assets fair value adjustment


(38,999
)


(23,242
)


4,348



23,548



17,031(Loss)/profit before taxation


(8,336
)


12,628



167,231



133,476



111,092




|(iii) | Geographical information
|----- | ------------------------

The
geographical location of a customer is based on the location at which the services were provided or the goods delivered. Substantially all of the Groups revenues are derived from external customers located in the PRC.

The geographical location of the Groups non-current assets is based on the physical location of an asset in the case of property,
plant and equipment, construction in progress, lease prepayments and biological assets. Substantially all of the Groups non-current assets are located in the PRC.



F-35



---

##### Table of Contents

|5 |  | Other income and other expenses
|- |  | -------------------------------



Three months
endedJune 30,


Years
endedMarch 31,2012


2011


2012


2011


2010RMB000


RMB000


RMB000


RMB000


RMB000(unaudited)Other incomeGain on disposal of subsidiaries (note 26)










1,309







540Incentive payment from depositary bank


427







980







Rental income






135



750







Sundry income


39







291



124



86466



135



3,330



124



626Other expensesNet loss on disposal of property, plant and equipment


(79
)


(73
)


(2,153
)


(5,143
)


(3,142
)Natural disasters losses














(480
)


(237
)Others


(53
)


(60
)


(398
)


(447
)


(25
)(132
)


(133
)


(2,551
)


(6,070
)


(3,404
)




|6 |  | Finance income and finance costs recognized in profit or loss
|- |  | -------------------------------------------------------------



Three months
endedJune 30,


Years
endedMarch 31,2012


2011


2012


2011


2010RMB000


RMB000


RMB000


RMB000


RMB000(unaudited)Finance incomeInterest income on bank deposits


909



292



1,310



254



101Net foreign exchange gain






2,645



10,528



2,627



909



2,937



11,838



2,881



101Finance costsInterest on bank loans


(2,792
)


(2,787
)


(10,781
)


(9,040
)


(1,133
)Net foreign exchange loss


(1,254
)














(709
)(4,046
)


(2,787
)


(10,781
)


(9,040
)


(1,842
)Less: Interest expense capitalized into construction in progress














4,397



1,133(4,046
)


(2,787
)


(10,781
)


(4,643
)


(709
)Net finance (costs)/ income recognized in profit or loss


(3,137
)


150



1,057



(1,762
)


(608
)




F-36



---

##### Table of Contents

|7 | (Loss)/profit before taxation
|- | -----------------------------

(Loss)/profit before taxation is arrived at after charging:



|    |  |  |  |                                                                                                                                                                                     |  |                            |        |  |                      |  |        |         |  |  |         |  |  |         |        |  |  |  |        | 
|--- |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ |  | -------------------- |  | ------ | ------- |  |  | ------- |  |  | ------- | ------ |  |  |  | ------ | 
|    |  |  |  |                                                                                                                                                                                     |  | Three months
endedJune 30, |        |  | Years
endedMarch 31, | 
|    |  |  |  |                                                                                                                                                                                     |  | 2012                       |        |  | 2011                 |  |        | 2012    |  |  | 2011    |  |  | 2010    |       
|    |  |  |  |                                                                                                                                                                                     |  | RMB000                    |        |  | RMB000              |  |        | RMB000 |  |  | RMB000 |  |  | RMB000 |       
|    |  |  |  |                                                                                                                                                                                     |  |                            |        |  | (unaudited)          |  |        |         |  |  |         |  |  |         |       
|(a) |  |  |  | Staff costs                                                                                                                                                                         |  |                            |        |  |                      |  |        |         |  |  |         |  |  |         |        |  |  |  |        | 
|    |  |  |  | Contributions to defined contribution retirement plans                                                                                                                              |  |                            | 149    |  |                      |  | 202    |         |  |  | 699     |  |  |         | 701    |  |  |  | 502    | 
|    |  |  |  | Equity settled share-based payment expenses                                                                                                                                         |  |                            | 3,813  |  |                      |  | 4,627  |         |  |  | 21,564  |  |  |         | 19,460 |  |  |  | 4,096  | 
|    |  |  |  | Salaries, wages and other benefits                                                                                                                                                  |  |                            | 17,661 |  |                      |  | 16,466 |         |  |  | 67,117  |  |  |         | 56,474 |  |  |  | 38,275 | 
|    |  |  |  |                                                                                                                                                                                     |  |                            |        |  |                      |  |        |         |  |  |         |  |  |         |        |  |  |  |        | 
|    |  |  |  |                                                                                                                                                                                     |  |                            | 21,623 |  |                      |  | 21,295 |         |  |  | 89,380  |  |  |         | 76,635 |  |  |  | 42,873 | 
|    |  |  |  |                                                                                                                                                                                     |  |                            |        |  |                      |  |        |         |  |  |         |  |  |         |        |  |  |  |        | 
|(b) |  |  |  | Other items                                                                                                                                                                         |  |                            |        |  |                      |  |        |         |  |  |         |  |  |         |        |  |  |  |        | 
|    |  |  |  | Amortization of lease prepayments                                                                                                                                                   |  |                            | 14     |  |                      |  | 26     |         |  |  | 87      |  |  |         | 103    |  |  |  | 104    | 
|    |  |  |  | Depreciation                                                                                                                                                                        |  |                            | 18,065 |  |                      |  | 15,329 |         |  |  | 65,885  |  |  |         | 47,406 |  |  |  | 35,057 | 
|    |  |  |  | Equity settled share-based payment expenses in respect of the Companys consultants                                                                                                 |  |                            | 379    |  |                      |  | 497    |         |  |  | 2,146   |  |  |         | 2,218  |  |  |  | 1,677  | 
|    |  |  |  | Impairment losses                                                                                                                                                                   |  |                            |        |  |                      |  |        |         |  |  |         |  |  |         |        |  |  |  |        | 
|    |  |  |  | property, plant and equipment (note 11)                                                                                                                                            |  |                            |       |  |                      |  |       |         |  |  | 12,771  |  |  |         |       |  |  |  |       | 
|    |  |  |  | long-term prepayments (note 14)                                                                                                                                                    |  |                            |       |  |                      |  |       |         |  |  | 2,052   |  |  |         |       |  |  |  |       | 
|    |  |  |  | Auditors remuneration                                                                                                                                                              |  |                            | 1,444  |  |                      |  | 1,276  |         |  |  | 5,686   |  |  |         | 3,869  |  |  |  | 1,774  | 
|    |  |  |  | Operating lease charges: minimum lease payments in respect of farmland and premises                                                                                                 |  |                            | 4,384  |  |                      |  | 3,386  |         |  |  | 14,738  |  |  |         | 9,996  |  |  |  | 9,273  | 
|    |  |  |  |                                                                                                                                                                                     |  |                            |        |  |                      |  |        |         |  |  |         |  |  |         |        |  |  |  |        | 
|    |  |  |  |                                                                                                                                                                                     |  |                            |       
|(c) |  |  |  | Land preparation costs                                                                                                                                                              |  |                            |        |  |                      |  |        |         |  |  |         |  |  |         |        |  |  |  |        | 
|    |  | 
|    |  |  |  | Land preparation costs represent costs incurred before the commencement of agricultural activities on farmland and cost of maintenance of idle farmland during the
rotation period. | 



F-37



---

##### Table of Contents

|8 |  | Income tax in the consolidated income statements
|- |  | ------------------------------------------------



|(a) |  | Taxation in the consolidated income statements represents:
|--- |  | ----------------------------------------------------------



Three months
endedJune 30,


Years
endedMarch 31,2012


2011


2012


2011


2010RMB000


RMB000


RMB000


RMB000


RMB000(unaudited)Current taxPRC withholding tax on dividends (note (v))










3,353



101



607US withholding tax on incentive payment (note (iv))










2,099







PRC withholding tax on capital gains (note (vi))










358







283Provision for PRC income tax (note (vii))










1,317







Over-provision in respect of prior years










(641
)






Deferred tax










6,486



101



890Origination of temporary differences


128







(2,071
)






128







4,415



101



890




F-38



---

##### Table of Contents

|8 |  | Income tax in the consolidated income statements (continued)
|- |  | ------------------------------------------------------------



|(b) |  | Reconciliation between tax expense and accounting (loss)/profit at applicable tax rates:
|--- |  | ----------------------------------------------------------------------------------------



Three months
endedJune 30,


Years
endedMarch 31,2012


2011


2012


2011


2010RMB000


RMB000


RMB000


RMB000


RMB000(unaudited)(Loss)/profit before taxation


(8,336
)


12,628



167,231



133,476



111,092Notional tax on profit before taxation, calculated at the rates applicable to the tax jurisdictions concerned
(note (i))


897



5,806



53,256



47,812



35,178Effect of non-taxable income


(49
)






(528
)


(110
)


(4,429
)Effect of non-deductible expenses














26



14Effect of tax concessions (note (ii))


(1,074
)


(5,876
)


(53,397
)


(48,570
)


(32,906
)Effect of tax loss not recognized (note (iii))


226



70



570



842



2,143Effect of tax on gain on disposal of an asset (note (vii))










1,416







US withholding tax on incentive payment (note (iv))


128







258







PRC withholding tax on dividends (note (v))










3,353



101



607PRC withholding tax on capital gains (note (vi))










128







283Over-provision in respect of prior years










(641
)






Actual tax expense


128







4,415



101



890




F-39



---

##### Table of Contents

|8 |  | Income tax in the consolidated income statements (continued)
|- |  | ------------------------------------------------------------



Notes:



| | (i) | Pursuant to the rules and regulations of the Cayman Islands and the British Virgin Islands (BVI), the Group is not subject to any tax on income or capital
gains in the Cayman Islands and the BVI.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Hong Kong statutory profits tax rate is 16.5%. The payments of
dividends by Hong Kong companies are not subject to any Hong Kong withholding tax.

Effective from January 1, 2008, the
PRCs statutory income tax rate is 25%.



| | (ii) | According to the PRCs new Income Tax Law and its relevant regulations, effective from January 1, 2008, the PRC statutory income tax rate is 25%, however, the
Groups PRC subsidiaries which are engaged in growing, processing and sales of agricultural products are exempt from PRC income tax.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | No provision for Hong Kong profits tax was made as the Groups subsidiaries operating in Hong Kong sustained tax losses or had tax losses brought forward to offset
estimated assessable profits for the three months ended June 30, 2012 and 2011 and the years ended March 31, 2012, 2011 and 2010.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No provision for PRC income tax was made for Linong Agriculture Technology (Shenzhen) Co. Limited, which is engaged in the sales of agricultural products, as it sustained tax losses for the three months
ended June 30, 2012 and 2011 and the years ended March 31, 2012, 2011 and 2010.



| | (iv) | The Company has entered into a contract with its depositary bank for American Depositary Shares (ADS) depositary service for a term of 5 years. During the
year ended March 31, 2012, the depositary bank provided an incentive payment of US$1,100,000 to the Company which is refundable to the extent that the service contract is early terminated before the expiry of the 5-year term. The incentive
amount is recorded as deferred income in the consolidated balance sheet (see note 22), which is amortized and recognized as other income over the contract term on a straight-line basis. The Company received a net payment of US$770,000 (equivalent to
RMB4,897,000) from the depositary bank, after the deduction of a 30% withholding tax on the gross incentive payment, as required under the relevant U.S. tax laws. Such withholding tax amounted to US$330,000 (equivalent to RMB2,099,000). Deferred tax
asset was recognized in respect of such deferred income upon receipt of the incentive payment during the year ended March 31, 2012.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-40



---

##### Table of Contents

|8 |  | Income tax in the consolidated income statements (continued)
|- |  | ------------------------------------------------------------



Notes: (continued)



| | (v) | Pursuant to the PRCs new Income Tax Law and its relevant regulations, dividends payable to foreign corporate investors are subject to a 10% withholding tax for
earnings generated since January 1, 2008. Under the Mainland China/Hong Kong Special Administrative Region (HKSAR) taxation arrangement, a qualified Hong Kong tax resident which is the beneficial owner and holds 25% or
more of the equity interest in a PRC-resident enterprise is entitled to a reduced withholding rate of 5%.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During
the year ended March 31, 2010, Linong Agriculture Technology (Liaoyang) Co. Limited declared a dividend of RMB23,000,000 to its immediate holding company, Land V. Limited, a Hong Kong company. Included in the dividend payable to Land V.
Limited, an amount of RMB12,148,000 was distributed from earnings generated since January 1, 2008 which is subject to 5% PRC dividend withholding tax.

During the year ended March 31, 2012, Linong Agriculture Technology (Shantou) Co. Limited (Linong Shantou) declared a dividend of RMB58,204,000 to its immediate holding company, Land V.
Group Limited, a BVI company, following the decision to dispose of Linong Shantou as mentioned in notes 11 and 26. Included in the dividend payable to Land V. Group Limited, an amount of RMB33,531,000 was distributed from earnings generated since
January 1, 2008 which is subject to 10% PRC dividend withholding tax and provision for PRC withholding tax on dividends of RMB3,353,000 was made.



| | (vi) | During the year ended March 31, 2010, Land V. Limited disposed of its equity interest in Land V. Limited (Tianjin), with a gain of RMB2,825,000 for PRC tax purpose
which is subject to 10% PRC capital gain withholding tax.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the year ended March 31, 2012, Linong
Agriculture Technology (Liaoyang) Co. Limited was deregistered, with a gain of RMB2,296,000 for PRC tax purpose from the transfer of its processing factory located at Liaoyang, Shenyang to its immediate holding company, Land V. Limited, which is
subject to 10% PRC capital gain withholding tax. No such gain was noted for accounting purposes. Accordingly, deferred tax asset was recognized in respect of such capital gain and related temporary differences would be reversed upon the disposal of
the relevant assets.

During the year ended March 31, 2012, Land V. Group Limited disposed of its equity interest in
Linong Shantou, with a gain of RMB1,276,000 for PRC tax purpose which is subject to 10% PRC capital gain withholding tax.



F-41



---

##### Table of Contents

|8 |  | Income tax in the consolidated income statements (continued)
|- |  | ------------------------------------------------------------



Notes: (continued)



| | (vii) | During the year ended March 31, 2012, Land V. Limited (Fujian) disposed of its processing factory located at Lianjiang, Fujian Province for a consideration of
RMB2,300,000 which is subject to PRC income tax of RMB575,000 and PRC land appreciation tax of RMB742,000.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9 |  | (Loss)/earnings per ordinary/preferred share
|- |  | --------------------------------------------



|(a) |  | Basic (loss)/earnings per ordinary/preferred share
|--- |  | --------------------------------------------------

During the years ended March 31, 2011 and 2010, the Group had in issue ordinary shares and preferred shares. On October 29, 2010, all preferred shares were automatically converted into ordinary
shares on an one-to-one basis upon the IPO of the ordinary shares of the Group. The automatic conversion did not result in the retrospective adjustments to any previously reported basic and diluted earnings per share since the weighted average
number of shares used in the calculation of basic and diluted earnings per share for periods prior to the conversion has included both ordinary and preferred shares.

For the purpose of calculating basic and diluted (loss)/earnings per share, the number of ordinary and preferred shares used in the calculation reflects the effect of the 1,000-for-1 share exchange in
connection with the Reorganization described in note 1(a) on a retrospective basis as if the event had occurred at the beginning of the earliest period presented.

The calculation of basic (loss)/profit per share is based on the (loss)/profit attributable to ordinary and preferred equity shareholders of the Group of a loss of RMB8,464,000 (three months ended
June 30, 2011 (unaudited): profit of RMB12,628,000; year ended March 31, 2012: profit of RMB162,816,000; year ended March 31, 2011: profit of RMB133,375,000; year ended March 31, 2010: profit of RMB110,202,000) and the weighted
average number of ordinary and preferred shares outstanding, calculated as follows:



F-42



---

##### Table of Contents

|9 |  | (Loss)/earnings per ordinary/preferred share (continued)
|- |  | --------------------------------------------------------



|(a) |  | Basic (loss)/earnings per ordinary/preferred share (continued)
|--- |  | --------------------------------------------------------------



Weighted average number of ordinary and preferred shares:



Three months
endedJune 30,


Years
endedMarch 31,2012


2011


2012


2011


2010(unaudited)Issued ordinary and preferred shares at beginning of the period/year


2,300,782,150



2,293,591,000



2,293,591,000



1,753,997



1,674,870Preferred shares issued


















15,6092,300,782,150



2,293,591,000



2,293,591,000



1,753,997



1,690,479Effect of share exchange in connection with the Reorganization














1,752,243,003



1,688,788,521Effect of treasury shares


(19,351,850
)






(7,425,000
)






Effect of share options exercised










969,000



50,997,000



Effect of shares issued under IPO














192,822,000



Weighted average number of ordinary and preferred shares at end of the period/year


2,281,430,300



2,293,591,000



2,287,135,000



1,997,816,000



1,690,479,000






F-43



---

##### Table of Contents

|9 |  | (Loss)/earnings per ordinary/preferred share (continued)
|- |  | --------------------------------------------------------



|(b) |  | Diluted (loss)/earnings per ordinary/preferred share
|--- |  | ----------------------------------------------------

The calculation of diluted (loss)/earnings per share is based on the (loss)/profit attributable to ordinary and preferred equity shareholders of the Group of a loss of RMB8,464,000 (three months ended
June 30, 2011 (unaudited): profit of RMB12,628,000; year ended March 31, 2012: profit of RMB162,816,000; year ended March 31, 2011: profit of RMB133,375,000; year ended March 31, 2010: profit of RMB110,202,000) and the weighted
average number of ordinary and preferred shares outstanding, calculated as follows:

Weighted average number of ordinary and
preferred shares (diluted):



Three months
endedJune 30,


Years
endedMarch 31,2012


2011


2012


2011


2010(unaudited)Weighted average number of ordinary and preferred shares at beginning of the period/year


2,281,430,300



2,293,591,000



2,287,135,000



1,997,816,000



1,690,479,000Effect of deemed issue of shares under the Companys share option schemes






88,389,000



67,614,000



68,160,000



23,906,000Weighted average number of ordinary and preferred shares (diluted) at end of the period/year


2,281,430,300



2,381,980,000



2,354,749,000



2,065,976,000



1,714,385,000


For the three months ended June 30, 2012, the computation of diluted loss per share does not
assume the conversion of the Companys outstanding share options since it would have been anti-dilutive.

For the three
months ended June 30, 2011 (unaudited), 45,872,001 options issued under the Groups share option schemes (year ended March 31, 2012: 44,971,801 options; year ended March 31, 2011: Nil; year ended March 31, 2010: 151,430
options and the conversion option of bank loan (see note 20)) were excluded from the diluted weighted average number of shares calculation as their effect would have been anti-dilutive.



F-44



---

##### Table of Contents

|10 |  | Employee retirement benefits
|-- |  | ----------------------------



Defined contribution retirement schemes

Pursuant to the relevant labour rules and regulations in the PRC-mainland, the Group participates in defined contribution retirement
benefit schemes (the Schemes) organized by the relevant local government authorities whereby the Group is required to make contributions to the Schemes based on a percentage of the eligible employees salaries. Contributions made
are charged to profit or loss as they become payable, in accordance with the rules of the Schemes. The employers contributions vest fully once they are made. The local government authorities are responsible for the entire pension obligations
payable to existing and retired employees.

The Group also operates a Mandatory Provident Fund Scheme (the MPF
Scheme) under the Hong Kong Mandatory Provident Fund Schemes Ordinance for employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF Scheme is a defined contribution retirement plan administered by independent
trustees. Under the MPF Scheme, the employer and its employees are each required to make contributions to the plan at 5% of the employees relevant income, subject to a cap of monthly relevant income of HK$25,000. Contributions to the plan vest
immediately.

The Group does not have any other pension schemes for its employees in respect of the subsidiaries outside
PRC-mainland and Hong Kong. The directors of the Company are of the opinion that the Group did not have any significant liabilities beyond the above contributions in respect of the retirement benefits of its employees.



F-45



---

##### Table of Contents

|11 |  | Property, plant and equipment
|-- |  | -----------------------------



Land improvements


Buildings and farmland
infrastructure


Equipment and machinery


Motor vehicles


Furniture, fixturesand computer
equipment


TotalRMB000


RMB000


RMB000


RMB000


RMB000


RMB000Cost:As at April 1, 2009


53,215



205,609



17,049



3,449



1,426



280,748Exchange adjustments














(5
)






(5
)Additions


800



600



4,138



274



312



6,124Transfer from construction in progress (note 12)


47,331



114,294



3,738











165,363Disposals


(6,027
)


(17,875
)


(1,243
)


(328
)


(367
)


(25,840
)As at March 31, 2010


95,319



302,628



23,682



3,390



1,371



426,390Accumulated depreciation:As at April 1, 2009


9,129



24,796



5,118



2,101



511



41,655Exchange adjustments














(4
)






(4
)Charge for the year


7,304



21,716



5,391



371



275



35,057Written back on disposals


(1,399
)


(5,398
)


(898
)


(277
)


(208
)


(8,180
)As at March 31, 2010


15,034



41,114



9,611



2,191



578



68,528Net book value:As at March 31, 2010


80,285



261,514



14,071



1,199



793



357,862






F-46



---

##### Table of Contents

|11 |  | Property, plant and equipment (continued)
|-- |  | -----------------------------------------



Land improvements


Buildings and farmland
infrastructure


Equipment and machinery


Motor vehicles


Furniture, fixturesand computer
equipment


TotalRMB000


RMB000


RMB000


RMB000


RMB000


RMB000Cost:As at April 1, 2010


95,319



302,628



23,682



3,390



1,371



426,390Exchange adjustments














(46
)


(14
)


(60
)Additions


160



231



7,710



561



858



9,520Transfer from construction in progress (note 12)


43,456



225,456



515











269,427Disposals


(2,201
)


(15,308
)


(1,303
)


(1,189
)


(250
)


(20,251
)As at March 31, 2011


136,734



513,007



30,604



2,716



1,965



685,026Accumulated depreciation:As at April 1, 2010


15,034



41,114



9,611



2,191



578



68,528Exchange adjustments














(21
)


(5
)


(26
)Charge for the year


11,340



29,665



5,680



390



331



47,406Written back on disposals


(603
)


(3,515
)


(598
)


(1,188
)


(224
)


(6,128
)As at March 31, 2011


25,771



67,264



14,693



1,372



680



109,780Net book value:As at March 31, 2011


110,963



445,743



15,911



1,344



1,285



575,246






F-47



---

##### Table of Contents

|11 |  | Property, plant and equipment (continued)
|-- |  | -----------------------------------------



Land improvements


Buildings and farmland
infrastructure


Equipment and machinery


Motor vehicles


Furniture, fixturesand computer
equipment


TotalRMB000


RMB000


RMB000


RMB000


RMB000


RMB000Cost:As at April 1, 2011


136,734



513,007



30,604



2,716



1,965



685,026Exchange adjustments






(70
)






(36
)


(17
)


(123
)Additions


100



253



5,765



563



116



6,797Transfer from construction in progress (note 12)


42,815



160,749



932











204,496Disposalsthrough disposal of subsidiary


(11,163
)


(8,250
)


(198
)










(19,611
)others






(5,030
)


(9,776
)


(198
)


(418
)


(15,422
)As at March 31, 2012


168,486



660,659



27,327



3,045



1,646



861,163Accumulated depreciation:As at April 1, 2011


25,771



67,264



14,693



1,372



680



109,780Exchange adjustments






(4
)






(18
)


(4
)


(26
)Charge for the year


15,559



43,264



6,339



412



311



65,885Impairment loss


4,055



8,711



5











12,771Written back on disposalsthrough disposal of subsidiary


(4,686
)


(4,308
)


(119
)










(9,113
)others


(28
)


(2,391
)


(8,690
)


(131
)


(191
)


(11,431
)As at March 31, 2012


40,671



112,536



12,228



1,635



796



167,866Net book value:As at March 31, 2012


127,815



548,123



15,099



1,410



850



693,297




F-48



---

##### Table of Contents

|11 |  | Property, plant and equipment (continued)
|-- |  | -----------------------------------------



Land improvements


Buildings and farmland
infrastructure


Equipment and machinery


Motor vehicles


Furniture, fixturesand computer
equipment


TotalRMB000


RMB000


RMB000


RMB000


RMB000


RMB000Cost:As at April 1, 2012


168,486



660,659



27,327



3,045



1,646



861,163Exchange adjustments






49







5



2



56Additions










4,500



171



75



4,746Transfer from construction in progress (note 12)


1,000



19,298















20,298Disposals






(3,778
)


(619
)






(80
)


(4,477
)As at June 30, 2012


169,486



676,228



31,208



3,221



1,643



881,786Accumulated depreciation:As at April 1, 2012


40,671



112,536



12,228



1,635



796



167,866Exchange adjustments






4







3



1



8Charge for the period


4,150



11,960



1,782



104



69



18,065Written back on disposals






(3,778
)


(548
)






(72
)


(4,398
)As at June 30, 2012


44,821



120,722



13,462



1,742



794



181,541Net book value:As at June 30, 2012


124,665



555,506



17,746



1,479



849



700,245






F-49



---

##### Table of Contents

|11 |  | Property, plant and equipment (continued)
|-- |  | -----------------------------------------



At March 31, 2010 and 2011, the Group was still in the process of obtaining the
relevant property ownership certificates of certain buildings in the PRC-mainland from the relevant government authorities, the carrying value of which amounted to approximately RMB6,655,000 and RMB6,396,000 respectively. During the year ended
March 31, 2012, the Group obtained the property ownership certificates of these buildings.

Farmland infrastructure and
certain buildings are built on the leased farmland and the directors of the Company are of the opinion that the Group is entitled to the beneficial title of such farmland infrastructure and buildings over the term of land leases, the carrying value
of those farmland infrastructure and buildings amounted to approximately RMB549,107,000, RMB541,702,000, RMB439,347,000 and RMB254,859,000 at June 30, 2012 and March 31, 2012, 2011 and 2010 respectively.

During the year ended March 31, 2012, the Group suspended operations at certain of its cultivation bases. The Group assessed the
recoverable amounts of those items of property, plant and equipment with carrying amount of RMB12,771,000 located at suspended cultivation bases and as a result the carrying amount of property, plant and equipment held by these cultivation bases
were fully impaired following the Groups decision to return the related leased farmland to the landlords and dispose of the related property, plant and equipment.



|12 |  | Construction in progress
|-- |  | ------------------------



As of June 30,


As of March 31,2012


2012


2011


2010RMB000


RMB000


RMB000


RMB000At beginning of the period/year


52,441



24,294



17,402



18,988Additions


36,484



232,643



276,319



163,777Transfer to property, plant and equipment (note 11)


(20,298
)


(204,496
)


(269,427
)


(165,363
)At end of the period/year


68,627



52,441



24,294



17,402


The construction in progress primarily comprises costs incurred on the land improvements and
farmland infrastructure on cultivation bases of the subsidiaries in the PRC-mainland under construction at the respective balance sheet dates.



F-50



---

##### Table of Contents

|13 |  | Lease prepayments
|-- |  | -----------------



|                                |  |                |       |  |                 |  |        |         |  |  |         |  |  |  |       | 
|------------------------------- |  | -------------- | ----- |  | --------------- |  | ------ | ------- |  |  | ------- |  |  |  | ----- | 
|                                |  | As of June 30, |       |  | As of March 31, | 
|                                |  | 2012           |       |  | 2012            |  |        | 2011    |  |  | 2010    | 
|                                |  | RMB000        |       |  | RMB000         |  |        | RMB000 |  |  | RMB000 | 
|Cost:                           |  |                |       |  |                 |  |        |         |  |  |         |  |  |  |       | 
|At beginning of the period/year |  |                | 1,471 |  |                 |  | 2,828  |         |  |  | 2,828   |  |  |  | 2,828 | 
|Exchange adjustments            |  |                | 7     |  |                 |  |       |         |  |  |        |  |  |  |      | 
|Disposals                       |  |                |      |  |                 |  | (1,357 | )       |  |  |        |  |  |  |      | 
|                                |  |                |       |  |                 |  |        |         |  |  |         |  |  |  |       | 
|At end of the period/year       |  |                | 1,478 |  |                 |  | 1,471  |         |  |  | 2,828   |  |  |  | 2,828 | 
|                                |  |                |       |  |                 |  |        |         |  |  |         |  |  |  |       | 
|Accumulated amortization:       |  |                |       |  |                 |  |        |         |  |  |         |  |  |  |       | 
|At beginning of the period/year |  |                | 208   |  |                 |  | 415    |         |  |  | 312     |  |  |  | 208   | 
|Charge for the period/year      |  |                | 14    |  |                 |  | 87     |         |  |  | 103     |  |  |  | 104   | 
|Written back on disposals       |  |                |      |  |                 |  | (294   | )       |  |  |        |  |  |  |      | 
|                                |  |                |       |  |                 |  |        |         |  |  |         |  |  |  |       | 
|At end of the period/year       |  |                | 222   |  |                 |  | 208    |         |  |  | 415     |  |  |  | 312   | 
|                                |  |                |       |  |                 |  |        |         |  |  |         |  |  |  |       | 
|Net book value:                 |  |                |       |  |                 |  |        |         |  |  |         |  |  |  |       | 
|At end of the period/year       |  |                | 1,256 |  |                 |  | 1,263  |         |  |  | 2,413   |  |  |  | 2,516 | 
|                                |  |                |       |  |                 |  |        |         |  |  |         |  |  |  |       | 

Lease prepayments represent cost of land use rights paid to the PRC land bureau. The Group has been
granted land use rights for a period of 50 years.



F-51



---

##### Table of Contents

|14 |  | Long-term deposits and prepayments
|-- |  | ----------------------------------

Long-term deposits and prepayments represent prepayments for construction works, deposits to wholesalers and the prepaid marketing, pest control, environmental protection and land sanitation service costs
and utilities expenses at the respective balance sheet dates:



|                                                                 |  |                |         |   |                 |  |         |         |  |  |         |  |  |  |        | 
|---------------------------------------------------------------- |  | -------------- | ------- | - | --------------- |  | ------- | ------- |  |  | ------- |  |  |  | ------ | 
|                                                                 |  | As of June 30, |         |   | As of March 31, | 
|                                                                 |  | 2012           |         |   | 2012            |  |         | 2011    |  |  | 2010    | 
|                                                                 |  | RMB000        |         |   | RMB000         |  |         | RMB000 |  |  | RMB000 | 
|Construction works                                               |  |                | 123,436 |   |                 |  | 99,504  |         |  |  | 3,440   |  |  |  | 3,910  | 
|Prepaid environmental protection service costs                   |  |                | 12,926  |   |                 |  | 13,454  |         |  |  | 15,564  |  |  |  | 6,517  | 
|Prepaid land sanitation service costs                            |  |                | 10,764  |   |                 |  | 12,390  |         |  |  | 18,739  |  |  |  |       | 
|Prepaid pest control service costs                               |  |                | 11,323  |   |                 |  | 12,215  |         |  |  | 11,755  |  |  |  | 13,087 | 
|Deposits to wholesalers                                          |  |                | 4,080   |   |                 |  | 4,080   |         |  |  | 3,080   |  |  |  | 3,080  | 
|Prepaid utilities expenses                                       |  |                | 1,773   |   |                 |  | 1,830   |         |  |  | 2,058   |  |  |  | 2,309  | 
|Prepaid front-end fee in connection with the long-term bank loan |  |                | 1,244   |   |                 |  | 1,333   |         |  |  | 1,688   |  |  |  | 1,189  | 
|Prepaid advertising and promotion expenses                       |  |                |        |   |                 |  |        |         |  |  | 667     |  |  |  | 1,467  | 
|                                                                 |  |                |         |   |                 |  |         |         |  |  |         |  |  |  |        | 
|                                                                 |  |                | 165,546 |   |                 |  | 144,806 |         |  |  | 56,991  |  |  |  | 31,559 | 
|Less: Impairment loss related to suspended cultivation bases     |  |                | (2,052  | ) |                 |  | (2,052  | )       |  |  |        |  |  |  |       | 
|                                                                 |  |                |         |   |                 |  |         |         |  |  |         |  |  |  |        | 
|                                                                 |  |                | 163,494 |   |                 |  | 142,754 |         |  |  | 56,991  |  |  |  | 31,559 | 
|                                                                 |  |                |         |   |                 |  |         |         |  |  |         |  |  |  |        | 

The Group made prepayments to certain third party vendors during the three months ended June 30, 2012
and the years ended March 31, 2012, 2011 and 2010 for the provision of pest control, environmental protection and land sanitation service for periods of three to ten years.

During the year ended March 31, 2012, the Group suspended the operations of certain cultivation bases and impairment loss of
RMB2,052,000 was recognized in respect of prepayments for pest control service and land sanitation service in relation to such cultivation bases.



F-52



---

##### Table of Contents

|15 |  | Subsidiaries
|-- |  | ------------

The
following list contains the particulars of subsidiaries of the Company as of June 30, 2012 and March 31, 2012, 2011 and 2010. The class of shares held is ordinary unless otherwise stated.



|                                                               |  |                                                              |                              |  |                                                     |                 |                                    |                    |      |  |                      |      |  |  |     |   |  |  |     |   |  |  |     |   |  |  |                                                       | 
|-------------------------------------------------------------- |  | ------------------------------------------------------------ | ---------------------------- |  | --------------------------------------------------- | --------------- | ---------------------------------- | ------------------ | ---- |  | -------------------- | ---- |  |  | --- | - |  |  | --- | - |  |  | --- | - |  |  | ----------------------------------------------------- | 
|Name of company                                                |  | Place and
date of
establishment/ incorporation and operation |                              |  | Registered
capital/issued and fully paid up
capital |                 |                                    | Ownership interest |      |  | Principal
activities |     
|                                                               |  |                                                              | As of June 30,               |  |                                                     | As of March 31, |                                    |                   
|                                                               |  |                                                              | 2012                         |  |                                                     | 2012            |                                    |                    | 2011 |  |                      | 2010 |  | 
|                                                               |  |                                                              |                              |  |                                                     |                 |                                   
|China Linong International Limited                             |  |                                                              | BVI/Hong Kong
March 24, 2006 |  |                                                     |                 | US$1,754                           |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Investmentholding                                     | 
|                                                               |  |                                                              |                              |  |                                                     |                 |                                   
|Land V. Group Limited                                          |  |                                                              | BVI/Hong Kong
March 24, 2005 |  |                                                     |                 | US$1,050                           |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Investmentholding                                     | 
|                                                               |  |                                                              |                              |  |                                                     |                 |                                   
|China Linong (Hong Kong) Limited                               |  |                                                              | Hong KongJuly 22, 2011       |  |                                                     |                 | HK$10,000                          |                    |      |  | 100                  | %    |  |  | 100 | % |  |  |    |   |  |  |    |   |  |  | Investmentholding                                     | 
|                                                               |  |                                                              |                              |  |                                                     |                 |                                   
|Linong (Fujian) InvestmentHoldings Limited                     |  |                                                              | The PRCJanuary 19, 2012      |  |                                                     |                 | Registeredcapital
ofRMB200,000,000 |                    |      |  | 100                  | %    |  |  | 100 | % |  |  |    |   |  |  |    |   |  |  | Investmentholding                                     | 
|                                                               |  |                                                              |                              |  |                                                     |                 |                                   
|Land V. Limited                                                |  |                                                              | Hong KongOctober 31, 2001    |  |                                                     |                 | HK$100,000                         |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Sales ofagricultural
products                         | 
|                                                               |  |                                                              |                              |  |                                                     |                 |                                   
|Hong Kong Linong Limited                                       |  |                                                              | Hong KongNovember 10, 2006   |  |                                                     |                 | HK$100,000                         |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Sales ofagricultural
products                         | 
|                                                               |  |                                                              |                              |  |                                                     |                 |                                   
|Linong Agriculture Technology (Shenzhen) Co. Limited           |  |                                                              | The PRCApril 23, 2004        |  |                                                     |                 | HK$10,000,000                      |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Sales ofagricultural
products                         | 
|                                                               |  |                                                              |                              |  |                                                     |                 |                                   
|Linong Agriculture Technology(Liaoyang) Co. Limited (note (b)) |  |                                                              | The PRCJuly 7, 2004          |  |                                                     |                 | US$640,000                         |                    |      |  |                     |      |  |  |    |   |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                               |  |                                                              |                              |  |                                                     |                 |                                   
|Land V. Limited (Fujian)                                       |  |                                                              | The PRCJuly 23, 2004         |  |                                                     |                 | HK$15,000,000                      |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of agricultural products | 



F-53



---

##### Table of Contents

|15 |  | Subsidiaries (continued)
|-- |  | ------------------------



|                                                               |  |                                                              |                           |  |                                                     |                 |               |                    |      |  |                      |      |  |  |     |   |  |  |     |   |  |  |     |   |  |  |                                                       | 
|-------------------------------------------------------------- |  | ------------------------------------------------------------ | ------------------------- |  | --------------------------------------------------- | --------------- | ------------- | ------------------ | ---- |  | -------------------- | ---- |  |  | --- | - |  |  | --- | - |  |  | --- | - |  |  | ----------------------------------------------------- | 
|Name of company                                                |  | Place and
date of
establishment/ incorporation and operation |                           |  | Registered
capital/issued and fully paid up
capital |                 |               | Ownership interest |      |  | Principal
activities |     
|                                                               |  |                                                              | As of June 30,            |  |                                                     | As of March 31, |               |                   
|                                                               |  |                                                              | 2012                      |  |                                                     | 2012            |               |                    | 2011 |  |                      | 2010 |  | 
|                                                               |  |                                                              |                           |  |                                                     |                 |              
|Land V. Limited (Zhangjiakou)                                  |  |                                                              | The PRCOctober 18, 2006   |  |                                                     |                 | HK$11,000,000 |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of agricultural products | 
|                                                               |  |                                                              |                           |  |                                                     |                 |              
|Linong Agriculture Technology (Shantou) Co. Limited (note (a)) |  |                                                              | The PRCMay 9, 2007        |  |                                                     |                 | US$1,000,000  |                    |      |  |                     |      |  |  |    |   |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                               |  |                                                              |                           |  |                                                     |                 |              
|Linong Agriculture Technology (Huizhou) Co. Limited            |  |                                                              | The PRCDecember 28, 2006  |  |                                                     |                 | US$10,000,000 |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                               |  |                                                              |                           |  |                                                     |                 |              
|Xiamen Land V. Group Co. Limited                               |  |                                                              | The PRCMarch 20, 2007     |  |                                                     |                 | US$1,000,000  |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                               |  |                                                              |                           |  |                                                     |                 |              
|Land V. Agriculture Technology (Ningde) Co. Limited            |  |                                                              | The PRCSeptember 22, 2008 |  |                                                     |                 | US$2,100,000  |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                               |  |                                                              |                           |  |                                                     |                 |              
|Fuzhou Land V. Group Co. Limited                               |  |                                                              | The PRCJune 12, 2008      |  |                                                     |                 | US$10,000,000 |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                               |  |                                                              |                           |  |                                                     |                 |              
|Land V. Agriculture Technology (Zhangzhou) Co. Limited         |  |                                                              | The PRCJune 19, 2008      |  |                                                     |                 | US$2,000,000  |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                               |  |                                                              |                           |  |                                                     |                 |              
|Liyuan Agriculture Technology (Quanzhou) Co. Limited           |  |                                                              | The PRCOctober 26, 2009   |  |                                                     |                 | RMB10,000,000 |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | Growing,processing
and sales of
agricultural
products | 



F-54



---

##### Table of Contents

|15 |  | Subsidiaries (continued)
|-- |  | ------------------------



|                                                    |  |                                                              |                          |  |                                                     |                 |                                    |                    |      |  |                      |      |  |  |     |   |  |  |     |   |  |  |   |  |  |  |                                                       | 
|--------------------------------------------------- |  | ------------------------------------------------------------ | ------------------------ |  | --------------------------------------------------- | --------------- | ---------------------------------- | ------------------ | ---- |  | -------------------- | ---- |  |  | --- | - |  |  | --- | - |  |  | - |  |  |  | ----------------------------------------------------- | 
|Name of company                                     |  | Place and
date of
establishment/ incorporation and operation |                          |  | Registered
capital/issued and fully paid up
capital |                 |                                    | Ownership interest |      |  | Principal
activities |     
|                                                    |  |                                                              | As of
June
30,           |  |                                                     | As of March 31, |                                    |                   
|                                                    |  |                                                              |                          | 
|                                                    |  |                                                              | 2012                     |  |                                                     | 2012            |                                    |                    | 2011 |  |                      | 2010 |  | 
|                                                    |  |                                                              |                          |  |                                                     |                 |                                   
|Liaoyang Liyuan Agricultural Products Co. Limited   |  |                                                              | The PRCApril 28, 2010    |  |                                                     |                 | RMB3,000,000                       |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  |  |  |  |  | Growing,processing
and sales of agricultural products | 
|                                                    |  |                                                              |                          |  |                                                     |                 |                                   
|Putian Land V. Group Co. Limited                    |  |                                                              | The PRCDecember 23, 2010 |  |                                                     |                 | Registeredcapital of
US$20,000,000 |                    |      |  | 100                  | %    |  |  | 100 | % |  |  | 100 | % |  |  |  |  |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                    |  |                                                              |                          |  |                                                     |                 |                                   
|Linong (Sanming) Limited                            |  |                                                              | The PRCMay 23, 2012      |  |                                                     |                 | RMB50,000,000                      |                    |      |  | 100                  | %    |  |  |    |   |  |  |    |   |  |  |  |  |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                    |  |                                                              |                          |  |                                                     |                 |                                   
|Linong Agriculture Technology (Fuqing) Co. Limited  |  |                                                              | The PRCMay 31, 2012      |  |                                                     |                 | RMB50,000,000                      |                    |      |  | 100                  | %    |  |  |    |   |  |  |    |   |  |  |  |  |  |  | Growing,processing
and sales of
agricultural
products | 
|                                                    |  |                                                              |                          |  |                                                     |                 |                                   
|Linong Agriculture Technology (Xianyou) Co. Limited |  |                                                              | The PRCJune 19, 2012     |  |                                                     |                 | RMB10,000,000                      |                    |      |  | 100                  | %    |  |  |    |   |  |  |    |   |  |  |  |  |  |  | Growing,processing
and sales of
agricultural
products | 

Notes:



| | (a) | The Group disposed of Land V. Limited (Tianjin) during the year ended March 31, 2010 and Linong Agriculture Technology (Shantou) Co. Limited during the year ended
March 31, 2012 (see note 26).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Linong Agricultural Technology (Liaoyang) Co. Limited was deregistered during the year ended March 31, 2012.
| | --- | ------------------------------------------------------------------------------------------------------------



F-55



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##### Table of Contents

|16 |  | Biological assets
|-- |  | -----------------

Biological assets represent the growing crops including vegetables, fresh fruits, tea trees in various cultivation bases located in the
PRC-mainland.



|(a) |  | Reconciliation of carrying amount of biological assets:
|--- |  | -------------------------------------------------------



|                                           |  |                             |              |   |                 |              |          |   |              |  |          |   |  |  |          |  
|------------------------------------------ |  | --------------------------- | ------------ | - | --------------- | ------------ | -------- | - | ------------ |  | -------- | - |  |  | -------- | -
|                                           |  | As of
June 30,
2012
RMB000 |              |   | As of March 31, |             
|                                           |  |                             | 2012
RMB000 |   |                 | 2011
RMB000 |          |   | 2010
RMB000 | 
|                                           |  |                             |              |  
|At beginning of the period/year            |  |                             | 84,794       |   |                 |              | 79,711   |   |              |  | 50,191   |   |  |  | 25,587   |  
|Changes in fair value less costs to sell   |  |                             | 22,964       |   |                 |              | 286,927  |   |              |  | 241,896  |   |  |  | 152,743  |  
|Plantation expenditure                     |  |                             | 38,107       |   |                 |              | 163,857  |   |              |  | 135,762  |   |  |  | 100,478  |  
|Harvested crops transferred to inventories |  |                             | (107,323     | ) |                 |              | (445,701 | ) |              |  | (348,138 | ) |  |  | (228,617 | )
|                                           |  |                             |              |   |                 |              |          |   |              |  |          |   |  |  |          |  
|At end of the period/year                  |  |                             | 38,542       |   |                 |              | 84,794   |   |              |  | 79,711   |   |  |  | 50,191   |  
|                                           |  |                             |              |   |                 |              |          |   |              |  |          |   |  |  |          |  
|Non-current portion                        |  |                             | 7,833        |   |                 |              | 7,697    |   |              |  | 6,049    |   |  |  | 5,186    |  
|Current portion                            |  |                             | 30,709       |   |                 |              | 77,097   |   |              |  | 73,662   |   |  |  | 45,005   |  
|                                           |  |                             |              |   |                 |              |          |   |              |  |          |   |  |  |          |  
|At end of the period/year                  |  |                             | 38,542       |   |                 |              | 84,794   |   |              |  | 79,711   |   |  |  | 50,191   |  
|                                           |  |                             |              |   |                 |              |          |   |              |  |          |   |  |  |          |  

Plantation expenditure comprises those costs that are directly attributable to cultivation of vegetables,
fresh fruits and trees on farmland including seeds, fertilizers, pesticide, direct labour, operating lease charges on farmland, depreciation and other direct costs.



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##### Table of Contents

|16 |  | Biological assets (continued)
|-- |  | -----------------------------



|(b) |  | The analysis of carrying amount of biological assets:
|--- |  | -----------------------------------------------------



As of June 30, 2012Area


Vegetables and fruits


Area


Tea and othertrees


Total(Mu)


RMB000


(Mu)


RMB000


RMB000Non-current










1,150



7,833



7,833Current


6,848



30,709











30,7096,848



30,709



1,150



7,833



38,542As of March 31, 2012Area


Vegetables and fruits


Area


Tea and othertrees


Total(Mu)


RMB000


(Mu)


RMB000


RMB000Non-current










1,150



7,697



7,697Current


7,092



77,097











77,0977,092



77,097



1,150



7,697



84,794As of March 31, 2011Area


Vegetables and fruits


Area


Tea and othertrees


Total(Mu)


RMB000


(Mu)


RMB000


RMB000Non-current










1,150



6,049



6,049Current


5,956



73,662











73,6625,956



73,662



1,150



6,049



79,711As of March 31, 2010Area


Vegetables and fruits


Area


Tea and othertrees


Total(Mu)


RMB000


(Mu)


RMB000


RMB000Non-current










1,150



5,186



5,186Current


6,833



45,005











45,0056,833



45,005



1,150



5,186



50,191




F-57



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##### Table of Contents

|16 |  | Biological assets (continued)
|-- |  | -----------------------------



|(b) |  | The analysis of carrying amount of biological assets (continued):
|--- |  | -----------------------------------------------------------------





Vegetables and
fruits are to be harvested as agricultural produce while tea and other trees are not agricultural produce but are self-regenerating for sustaining regular harvests of agricultural produce.

Biological assets were stated at fair value less costs to sell as estimated by an independent appraiser using the net present value
approach whereby projected future net cash flows were discounted at the rates of 15.8% for vegetables and fruits and 19.3% for tea and other trees as of June 30, 2012 (March 31, 2012: 16.0% and 19.4%; March 31, 2011: 16.6% and
20.2%; March 31, 2010: 14.7% and 18.4%) to provide a current market value of the biological assets.

The discount
rates used in the valuation of the biological assets in the PRC-mainland as at each balance sheet date were based on the market-determined pre tax rate.

The principal valuation methodology and assumptions adopted are as follows:



| |  |  | The present condition of a biological asset excludes any increases in value from additional biological transformation and future activities of
the Company such as those related to enhancing the future biological transformation, harvesting and selling; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Estimated future net cash flows are referenced to past experience from the management and historical records.
| | - |  | -------------------------------------------------------------------------------------------------------------



|(c) |  | The quantity and amount of fair value less costs to sell of agricultural produce harvested during the period/year:
|--- |  | ------------------------------------------------------------------------------------------------------------------



As of June 30,


As of March 31,2012


2012


2011


2010Quantity


Amount


Quantity


Amount


Quantity


Amount


Quantity


Amount(tons)


RMB000


(tons)


RMB000


(tons)


RMB000


(tons)


RMB000Vegetables and fruits


34,947



107,323



144,192



445,701



123,294



348,138



98,076



228,617




|(d) |  | Risks related to the Groups biological assets:
|--- |  | -----------------------------------------------



| | Regulatory and environment risks
| | --------------------------------

The Group is subject to laws and regulations in various locations in which it operates. The Group has established environmental policies and procedures aimed at compliance with local environmental and
other laws. Management performs regular reviews to identify environmental risks and to ensure that the systems in place are adequate to manage these risks.



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|16 |  | Biological assets (continued)
|-- |  | -----------------------------



|(d) |  | Risks related to the Groups biological assets: (continued)
|--- |  | -----------------------------------------------------------



Supply and demand risk

The Group is exposed to risks arising from fluctuations in the price and sales volume of agricultural crops. When possible the Group
manages this risk by aligning its harvest volume to market supply and demand. Management performs regular industry trend analysis to ensure that the Groups pricing structure is in line with the market and to ensure that projected harvest
volumes are consistent with the expected demand.

Climate and other risks

The Groups agricultural crops are exposed to the risk of damage from climatic changes, diseases and other natural forces. The Group
has extensive processes in place aimed at monitoring and mitigating those risks, including regular inspections and industry pest and disease surveys.



|17 |  | Inventories
|-- |  | -----------



|(a) |  | Inventories in the consolidated balance sheets comprise:
|--- |  | --------------------------------------------------------



|                                  |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |       | 
|--------------------------------- |  | -------------- | ------ |  | --------------- |  | ------ | ------- |  |  | ------- |  |  |  | ----- | 
|                                  |  | As of June 30, |        |  | As of March 31, | 
|                                  |  | 2012           |        |  | 2012            |  |        | 2011    |  |  | 2010    | 
|                                  |  | RMB000        |        |  | RMB000         |  |        | RMB000 |  |  | RMB000 | 
|Agricultural materials            |  |                | 15,057 |  |                 |  | 10,886 |         |  |  | 3,992   |  |  |  | 2,759 | 
|Consumables and packing materials |  |                | 1,370  |  |                 |  | 307    |         |  |  | 582     |  |  |  | 179   | 
|Agricultural produce              |  |                |       |  |                 |  |       |         |  |  | 34      |  |  |  |      | 
|                                  |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |       | 
|                                  |  |                | 16,427 |  |                 |  | 11,193 |         |  |  | 4,608   |  |  |  | 2,938 | 
|                                  |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |       | 

Agricultural materials represent seeds, fertilizers and pesticides.



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|17 |  | Inventories (continued)
|-- |  | -----------------------



|(b) |  | Reconciliation of carrying amount of agricultural produce:
|--- |  | ----------------------------------------------------------



|                                                      |  |                |          |   |                 |  |          |         |  |  |          |   |  |  |          |  
|----------------------------------------------------- |  | -------------- | -------- | - | --------------- |  | -------- | ------- |  |  | -------- | - |  |  | -------- | -
|                                                      |  | As of June 30, |          |   | As of March 31, | 
|                                                      |  | 2012           |          |   | 2012            |  |          | 2011    |  |  | 2010     |  
|                                                      |  | RMB000        |          |   | RMB000         |  |          | RMB000 |  |  | RMB000  |  
|At beginning of the period/year                       |  |                |         |   |                 |  | 34       |         |  |  |         |   |  |  |         |  
|Harvested crops transferred in from biological assets |  |                | 107,323  |   |                 |  | 445,701  |         |  |  | 348,138  |   |  |  | 228,617  |  
|Purchases during the period/year                      |  |                | 660      |   |                 |  | 9,645    |         |  |  | 9,107    |   |  |  | 9,660    |  
|Cost of inventories sold                              |  |                | (107,983 | ) |                 |  | (455,380 | )       |  |  | (357,211 | ) |  |  | (238,277 | )
|                                                      |  |                |          |   |                 |  |          |         |  |  |          |   |  |  |          |  
|At end of the period/year                             |  |                |         |   |                 |  |         |         |  |  | 34       |   |  |  |         |  
|                                                      |  |                |          |   |                 |  |          |         |  |  |          |   |  |  |          |  



|(c) | The cost of inventories sold for the three months ended June 30, 2012 and the years ended March 31, 2012, 2011 and 2010 includes the costs of
agricultural produce purchased from third party vendors, the actual plantation expenditure and the adjustments to record the inventories at fair value less costs to sell, as follows:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                         |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 
|---------------------------------------- |  | -------------- | ------- |  | --------------- |  | ------- | ------- |  |  | ------- |  |  |  | ------- | 
|                                         |  | As of June 30, |         |  | As of March 31, | 
|                                         |  | 2012           |         |  | 2012            |  |         | 2011    |  |  | 2010    | 
|                                         |  | RMB000        |         |  | RMB000         |  |         | RMB000 |  |  | RMB000 | 
|Purchases of agricultural produce        |  |                | 660     |  |                 |  | 9,679   |         |  |  | 9,073   |  |  |  | 9,660   | 
|Plantation expenditure                   |  |                | 45,360  |  |                 |  | 163,122 |         |  |  | 129,790 |  |  |  | 92,905  | 
|Biological assets fair value adjustments |  |                | 61,963  |  |                 |  | 282,579 |         |  |  | 218,348 |  |  |  | 135,712 | 
|                                         |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 
|Cost of inventories sold                 |  |                | 107,983 |  |                 |  | 455,380 |         |  |  | 357,211 |  |  |  | 238,277 | 
|                                         |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 



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|18 |  | Trade and other receivables
|-- |  | ---------------------------



|                                            |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|------------------------------------------- |  | -------------- | ------ |  | --------------- |  | ------ | ------- |  |  | ------- |  |  |  | ------ | 
|                                            |  | As of June 30, |        |  | As of March 31, | 
|                                            |  | 2012           |        |  | 2012            |  |        | 2011    |  |  | 2010    | 
|                                            |  | RMB000        |        |  | RMB000         |  |        | RMB000 |  |  | RMB000 | 
|Trade receivables                           |  |                | 32,876 |  |                 |  | 29,804 |         |  |  | 40,131  |  |  |  | 19,595 | 
|Other receivables, deposits and prepayments |  |                | 31,690 |  |                 |  | 30,057 |         |  |  | 22,869  |  |  |  | 17,184 | 
|                                            |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|                                            |  |                | 64,566 |  |                 |  | 59,861 |         |  |  | 63,000  |  |  |  | 36,779 | 
|                                            |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 

All of the trade and other receivables are expected to be recovered within one year.

Included in other receivables, deposits and prepayments as of March 31, 2010 were amounts due from a director of China Linong of
RMB46,000, which was unsecured, interest-free and repayable on demand. There was no amount due from a director of China Linong as of June 30, 2012 and March 31, 2012 and 2011.

No allowance for impairment of doubtful debts on trade receivables has been made as of June 30, 2012 and March 31, 2012, 2011
and 2010.

The ageing analysis of trade receivables that are neither individually nor collectively considered to be impaired
are as follows:



|                              |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|----------------------------- |  | -------------- | ------ |  | --------------- |  | ------ | ------- |  |  | ------- |  |  |  | ------ | 
|                              |  | As of June 30, |        |  | As of March 31, | 
|                              |  | 2012           |        |  | 2012            |  |        | 2011    |  |  | 2010    | 
|                              |  | RMB000        |        |  | RMB000         |  |        | RMB000 |  |  | RMB000 | 
|Neither past due nor impaired |  |                | 31,403 |  |                 |  | 29,576 |         |  |  | 40,001  |  |  |  | 18,823 | 
|                              |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|Less than 1 month past due    |  |                | 484    |  |                 |  | 7      |         |  |  |        |  |  |  | 577    | 
|1 to 3 months past due        |  |                | 3      |  |                 |  | 1      |         |  |  |        |  |  |  | 195    | 
|3 to 6 months past due        |  |                | 982    |  |                 |  | 216    |         |  |  |        |  |  |  |       | 
|6 to 12 months past due       |  |                | 4      |  |                 |  | 4      |         |  |  | 130     |  |  |  |       | 
|                              |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|                              |  |                | 1,473  |  |                 |  | 228    |         |  |  | 130     |  |  |  | 772    | 
|                              |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|                              |  |                | 32,876 |  |                 |  | 29,804 |         |  |  | 40,131  |  |  |  | 19,595 | 
|                              |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 



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|18 |  | Trade and other receivables (continued)
|-- |  | ---------------------------------------



Receivables that were neither past due nor impaired relate to a wide range of customers
for whom there was no recent history of default.

Receivables that were past due but not impaired relate to a number of
independent customers that have a good track record with the Group. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and
the balances are still considered fully recoverable. The Group does not hold any collateral over these balances.



|19 |  | Cash
|-- |  | ----

Cash comprises:



|             |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 
|------------ |  | -------------- | ------- |  | --------------- |  | ------- | ------- |  |  | ------- |  |  |  | ------- | 
|             |  | As of June 30, |         |  | As of March 31, | 
|             |  | 2012           |         |  | 2012            |  |         | 2011    |  |  | 2010    | 
|             |  | RMB000        |         |  | RMB000         |  |         | RMB000 |  |  | RMB000 | 
|Cash at bank |  |                | 435,547 |  |                 |  | 469,225 |         |  |  | 564,069 |  |  |  | 116,347 | 
|Cash in hand |  |                | 68,959  |  |                 |  | 51,250  |         |  |  | 34,653  |  |  |  | 22,860  | 
|             |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 
|             |  |                | 504,506 |  |                 |  | 520,475 |         |  |  | 598,722 |  |  |  | 139,207 | 
|             |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 

As of June 30, 2012, cash of RMB309,105,000 (March 31, 2012: RMB306,463,000; March 31, 2011:
RMB155,992,000; March 31, 2010: RMB56,364,000) is denominated in RMB. RMB is not a freely convertible currency and the remittance of funds out of the PRC is subject to the exchange restriction imposed by the PRC government.



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##### Table of Contents

|20 |  | Bank loans
|-- |  | ----------



|                               |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|------------------------------ |  | -------------- | ------ |  | --------------- |  | ------ | ------- |  |  | ------- |  |  |  | ------ | 
|                               |  | As of June 30, |        |  | As of March 31, | 
|                               |  | 2012           |        |  | 2012            |  |        | 2011    |  |  | 2010    | 
|                               |  | RMB000        |        |  | RMB000         |  |        | RMB000 |  |  | RMB000 | 
|Non-current liabilities        |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|                               |  |                |        | 
|DEG loan  non-current portion |  |                | 61,998 |  |                 |  | 75,875 |         |  |  | 78,835  |  |  |  | 34,290 | 
|                               |  |                |        | 
|Current liabilities            |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|                               |  |                |        | 
|DEG loan  current portion     |  |                | 14,307 |  |                 |  |       |         |  |  |        |  |  |  |       | 
|                               |  |                |        | 
|Other bank loan                |  |                | 10,000 |  |                 |  | 10,000 |         |  |  | 6,000   |  |  |  |       | 
|                               |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|                               |  |                | 86,305 |  |                 |  | 85,875 |         |  |  | 84,835  |  |  |  | 34,290 | 
|                               |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 



|(a) |  | DEG loan
|--- |  | --------

On November 10, 2009, China Linong entered into a loan agreement (the Loan Agreement) with DEGDeutsche InvestitionsUnd Entwicklungsgesellschaft mbH (DEG) for a
loan principal amount of US$18,000,000 (the DEG Loan). At June 30, 2012, the DEG Loan had been drawn down to an extent of US$12,000,000 (equivalent to RMB76,305,000) (March 31, 2012: US$12,000,000 (equivalent to RMB75,875,000);
March 31, 2011: US$12,000,000 (equivalent to RMB78,835,000); March 31, 2010: US$5,000,000 (equivalent to RMB34,290,000)). The purpose of the DEG Loan is to finance the expansion of the Groups farmland operations, which involve
construction of greenhouse, infrastructure works, irrigation systems and accessory facilities in the cultivation bases of the Group.



|(i) | Repayment terms and interest rates
|--- | ----------------------------------

The DEG Loan is repayable in equal semi-annual instalment of US$2,250,000 each from May 15, 2013 to November 15, 2016. Any undisbursed loan amounts and any amount outstanding under the DEG Loan
which is converted as mentioned in note 20(a)(ii) shall be set off against the repayment installments in inverse order of their maturity.

The DEG Loan bears a floating interest rate at the aggregate of London Interbank Offered Rates for six months United States Dollars deposits (six months USD LIBOR) plus 12% per annum from
the date of first disbursement of loan to interest conversion date, which is determined to be the date when the loan principal has been fully disbursed or the date on which the bank suspends or terminates the right of China Linong to disbursement of
the undrawn portion of the loan principal if the total disbursement has not been made by December 30, 2010. The loan principal was not fully drawn down by the Group by December 30, 2010 and the interest conversion date was then determined
to be December 30, 2010.



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##### Table of Contents

|20 |  | Bank loans (continued)
|-- |  | ----------------------



|(a) |  | DEG loan (continued)
|--- |  | --------------------



|(i) | Repayment terms and interest rates (continued)
|--- | ----------------------------------------------



From the interest conversion date (December 30, 2010) up to May 14, 2013, the DEG
Loan bears a fixed interest rate of 13.14% per annum based on the DEG Base Rate plus 12% per annum. During the three months ended June 30, 2012, the DEG Loan carried a weighted average interest rate of 13.14% (year ended
March 31, 2012: 13.14%; year ended March 31, 2011: 12.73%; year ended March 31, 2010: 12.28%) per annum. From May 15, 2013 up to November 14, 2016, the DEG Loan will bear a floating interest rate at the aggregate of six
months USD LIBOR plus 12% per annum.



|(ii) | Conversion right
|---- | ----------------

Pursuant to
the Loan Agreement, DEG was provided the right to subscribe for new ordinary or preferred shares under certain conditions. In connection with the Companys IPO, the conversion right of DEG was terminated effective on October 29, 2010.



|(iii) | Prepayment option
|----- | -----------------

The Group may
prepay the whole or any part of the DEG Loan on any payment dates, which is defined as May 15, and November 15, in each year after the date of drawdown and up to November 15, 2016, and the prepaid amount shall be an amount of not less
than US$2,250,000 or a multiple thereof. If the Group prepays any amount of the DEG Loan before May 15, 2013 while a fixed interest rate applies, the Group shall pay an amount necessary to compensate DEG for any loss DEG incurs in redeploying
the prepaid amount in USD Treasury Bonds with a maturity corresponding to the remaining maturity of the DEG Loan prepaid until May 14, 2013 plus reasonable costs and expenses relating to such prepayment (compensation). No
compensation will be applied on prepayment made on or after May 15, 2013 as long as prepayments are made on payment dates.

If the Group exercises the prepayment option before May 15, 2013, the redemption amounts, which is the aggregate amount of the
prepaid amount and the compensation, would be significantly different from the amortized cost of the DEG Loan. Hence, the embedded derivative is not considered closely related to the DEG Loan and therefore the prepayment option has been accounted
for as a derivative liability for which the Group has determined that the fair value is not material.



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---

##### Table of Contents

|20 |  | Bank loans (continued)
|-- |  | ----------------------



|(a) |  | DEG loan (continued)
|--- |  | --------------------



|(iv) | Share retention and financial covenants
|---- | ---------------------------------------

In connection with the DEG Loan, Mr Ma Shing Yung, Chief Executive Officer and the former Chairman and a shareholder of the Company, provided a share retention letter as amended and restated, to the
effect that he, Grow Grand Limited, his wholly owned entity, and the Company will not sell, transfer or encumber China Linongs shares which would cause the number of issued shares in China Linong held by him indirectly through Grow Grand
Limited and the Company to fall below 509,770 shares without DEGs consent. In addition, the Group is subject to the requirements of certain financial covenants in respect of the Loan. As at June 30, 2012, the Group was in compliance with
such financial covenants.



|(b) |  | Other bank loan
|--- |  | ---------------

During the year ended March 31, 2012, a subsidiary of the Company obtained a banking facility of RMB40,000,000 which was secured by a
personal guarantee given by Mr. Ma Shing Yung, at nil fee, and corporate guarantee given by another subsidiary of the Company. The facility was utilized to the extent of RMB10,000,000 as at June 30, 2012. The bank loan is unsecured,
interest bearing at a fixed rate of 6.888% per annum and repayable within one year.

During the year ended March 31,
2011, the Group obtained a short-term bank loan of RMB6,000,000 in the PRC-mainland for general working capital purposes. The short-term bank loan was unsecured, interest bearing at a fixed rate of 6.2658% per annum and repayable within one
year. This short-term bank loan was settled on June 21, 2011.



|21 |  | Loan from municipal government
|-- |  | ------------------------------



|                                    |  |                |   |  |                 |  |   |         |  |  |         |  |  |  |       | 
|----------------------------------- |  | -------------- | - |  | --------------- |  | - | ------- |  |  | ------- |  |  |  | ----- | 
|                                    |  | As of June 30, |   |  | As of March 31, | 
|                                    |  | 2012           |   |  | 2012            |  |   | 2011    |  |  | 2010    | 
|                                    |  | RMB000        |   |  | RMB000         |  |   | RMB000 |  |  | RMB000 | 
|Long-term municipal government loan |  |                |  |  |                 |  |  |         |  |  |        |  |  |  | 1,410 | 
|                                    |  |                |   |  |                 |  |   |         |  |  |         |  |  |  |       | 

The municipal government loan was obtained by the Group for acquiring a land use right in Liaoyang,
Liaoning Province, the PRC and for constructing a processing factory for its agricultural produce on that land. There were no unfulfilled conditions or contingencies relating to the municipal government loan. The municipal government loan was
unsecured, interest bearing at a fixed rate of 2% per annum and was repaid in full during the year ended March 31, 2011.



F-65



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##### Table of Contents

|22 |  | Trade and other payables
|-- |  | ------------------------



|                                    |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|----------------------------------- |  | -------------- | ------ |  | --------------- |  | ------ | ------- |  |  | ------- |  |  |  | ------ | 
|                                    |  | As of June 30, |        |  | As of March 31, | 
|                                    |  | 2012           |        |  | 2012            |  |        | 2011    |  |  | 2010    | 
|                                    |  | RMB000        |        |  | RMB000         |  |        | RMB000 |  |  | RMB000 | 
|Trade creditors                     |  |                | 7,755  |  |                 |  | 9,307  |         |  |  | 8,214   |  |  |  | 4,508  | 
|Deferred income                     |  |                | 5,710  |  |                 |  | 6,103  |         |  |  |        |  |  |  |       | 
|Other creditors and accrued charges |  |                | 17,646 |  |                 |  | 21,645 |         |  |  | 28,107  |  |  |  | 14,080 | 
|Amount due to a director            |  |                |       |  |                 |  |       |         |  |  |        |  |  |  | 40     | 
|                                    |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 
|                                    |  |                | 31,111 |  |                 |  | 37,055 |         |  |  | 36,321  |  |  |  | 18,628 | 
|                                    |  |                |        |  |                 |  |        |         |  |  |         |  |  |  |        | 

All of the trade and other payables (including amount due to a director) are expected to be settled within
one year.

Amount due to a director is unsecured, interest-free and repayable on demand.



|23 |  | Equity settled share-based transactions
|-- |  | ---------------------------------------

China Linong has several share option schemes (the Scheme) which were adopted on May 22, 2007, April 16, 2009 and March 26, 2010, whereby the board of directors of China
Linong is authorized to, at its discretion, invite directors, employees and others providing similar services of China Linong or its subsidiaries to take up options to subscribe for shares in China Linong subject to terms and conditions stipulated
therein. The Schemes will terminate after ten years from the dates of adoption and no options may be granted under the Schemes thereafter.

On May 23, 2007, China Linong granted share options to Winsome Group Limited, a company held by certain directors and employees of the Group, to subscribe 66,580 ordinary shares of China Linong (on
post-split basis upon the subdivision of ordinary shares into 1,000 shares of nominal value of US$0.001 each pursuant to written board resolutions of China Linong on March 21, 2008). On April 17, 2009 and March 29, 2010, China Linong
granted share options to certain directors, employees and others providing similar services of the Group to subscribe 48,246 and 103,184 ordinary shares of China Linong respectively. The options granted vest after one to three years after the date
of grant and are exercisable within a period of ten years. Each option gives the holder the right to subscribe for one ordinary share in China Linong.



F-66



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##### Table of Contents

|23 |  | Equity settled share-based transactions (continued)
|-- |  | ---------------------------------------------------



On July 17, 2010, the Company granted 218,010,000 share options (Le Gaga
option) to the options holders of China Linong at a 1,000-for-1 exchange ratio (Share Options Exchange). Each Le Gaga option gives the holder the right to subscribe for one ordinary Share in the Company. Upon the grant of Le Gaga
options, 218,010 share options representing all outstanding share options of China Linong were cancelled on July 17, 2010. The grant of Le Gaga options was a replacement plan for the cancelled share options of China Linong and no increment fair
value was resulted from the Share Options Exchange as the terms and conditions attached to Le Gaga options are the same as those options granted by China Linong on May 23, 2007, April 17, 2009 and March 29, 2010, respectively
except for the corresponding adjustment for the exercise price to give effect to the 1,000-for-1 exchange ratio. The number of options and per share data disclosed in notes 23(a), (b) and (c) was adjusted if applicable to give effect of
the 1,000-for-1 exchange ratio.

On August 31, 2010 and June 10, 2011, the Company granted shares options under 2010
Share Incentive Plan (adopted by the Company on August 31, 2010) to certain directors, employees and others providing similar services to the Group to subscribe 60,000,000 and 45,871,801 ordinary shares of the Company, respectively. The options
granted vest after one to three years after the date of grant and are exercisable within a period of ten years. Each option gives the holder the right to subscribe for one ordinary share in the Company. The exercise price of share options granted on
August 31, 2010 and June 10, 2011 is US$0.08 and US$0.143, respectively.



|(a) |  | The terms and conditions of the grants are as follows:
|--- |  | ------------------------------------------------------



Number of share options


Vesting conditions (from the date


ContractualDirectors


Consultants


Employees


Total


of grant)


termGranted on May 23, 200715,526,667







6,700,000



22,226,667



One year



10 years15,526,667







6,700,000



22,226,667



Two years



10 years15,526,666







6,600,000



22,126,666



Three years



10 years46,580,000







20,000,000



66,580,000Granted on April 17, 20098,748,667



5,666,667



1,666,667



16,082,001



One year



10 years8,748,667



5,666,667



1,666,667



16,082,001



Two years



10 years8,748,666



5,666,666



1,666,666



16,081,998



Three years



10 years26,246,000



17,000,000



5,000,000



48,246,000






F-67



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##### Table of Contents

|23 |  | Equity settled share-based transactions (continued)
|-- |  | ---------------------------------------------------



|(a) |  | The terms and conditions of the grants are as follows: (continued)
|--- |  | ------------------------------------------------------------------



Number of share options


Vesting conditions (from the date


ContractualDirectors


Consultants


Employees


Total


of grant)


termGranted on March 29, 201014,394,667



6,000,000



14,000,000



34,394,667



One year



10 years14,394,667



6,000,000



14,000,000



34,394,667



Two years



10 years14,394,666



6,000,000



14,000,000



34,394,666



Three years



10 years43,184,000



18,000,000



42,000,000



103,184,000Granted on August 31, 20105,600,000



1,800,000



12,600,000



20,000,000



One year



10 years5,600,000



1,800,000



12,600,000



20,000,000



Two years



10 years5,600,000



1,800,000



12,600,000



20,000,000



Three years



10 years16,800,000



5,400,000



37,800,000



60,000,000Granted on June 10, 201111,085,000



1,000,000



3,205,601



15,290,601



One year



10 years11,085,000



1,000,000



3,205,600



15,290,600



Two years



10 years11,085,000



1,000,000



3,205,600



15,290,600



Three years



10 years33,255,000



3,000,000



9,616,801



45,871,801




F-68



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##### Table of Contents

|23 |  | Equity settled share-based transactions (continued)
|-- |  | ---------------------------------------------------



|(b) |  | The number and weighted average exercise price of share options are as follows:
|--- |  | -------------------------------------------------------------------------------



|                                           |  |                                 |          |  |                   |  |             |                                 |  |  |                   |  |  |                                 |             |   |                   |  |          |                                 |  |  |                   |   |  |  |          |  |  |  |             | 
|------------------------------------------ |  | ------------------------------- | -------- |  | ----------------- |  | ----------- | ------------------------------- |  |  | ----------------- |  |  | ------------------------------- | ----------- | - | ----------------- |  | -------- | ------------------------------- |  |  | ----------------- | - |  |  | -------- |  |  |  | ----------- | 
|                                           |  | As of June 30,                  |          |  | As of March 31,   | 
|                                           |  | 2012                            |          |  | 2012              |  |             | 2011                            |  |  | 2010              | 
|                                           |  | Weighted average exercise
price |          |  | Number of options |  |             | Weighted average exercise
price |  |  | Number of options |  |  | Weighted average exercise
price |             |   | Number of options |  |          | Weighted average exercise
price |  |  | Number of options |  
|                                           |  | US$                             |          |  |                   |  |             | US$                             |  |  |                   |  |  | US$                             |             |   |                   |  |          | US$                             |  |  |                   |  
|Outstanding atbeginning of the period/year |  |                                 | 0.089338 |  |                   |  | 232,363,302 |                                 |  |  | 0.076493          |  |  |                                 | 197,516,001 |   |                   |  | 0.062780 |                                 |  |  | 218,010,000       |   |  |  | 0.035402 |  |  |  | 66,580,000  | 
|Exercised during the period/year           |  |                                 |         |  |                   |  |            |                                 |  |  | 0.076699          |  |  |                                 | (7,191,150  | ) |                   |  | 0.041538 |                                 |  |  | (79,593,999       | ) |  |  |         |  |  |  |            | 
|Forfeited during the period/year           |  |                                 | 0.08     |  |                   |  | (1,800,000  | )                               |  |  | 0.093296          |  |  |                                 | (3,833,350  | ) |                   |  | 0.08     |                                 |  |  | (900,000          | ) |  |  |         |  |  |  |            | 
|Granted during the period/year             |  |                                 |         |  |                   |  |            |                                 |  |  | 0.143             |  |  |                                 | 45,871,801  |   |                   |  | 0.08     |                                 |  |  | 60,000,000        |   |  |  | 0.074817 |  |  |  | 151,430,000 | 
|                                           |  |                                 |          |  |                   |  |             |                                 |  |  |                   |  |  |                                 |             |   |                   |  |          |                                 |  |  |                   |   |  |  |          |  |  |  |             | 
|Outstanding at end of the period/year      |  |                                 | 0.089411 |  |                   |  | 230,563,302 |                                 |  |  | 0.089338          |  |  |                                 | 232,363,302 |   |                   |  | 0.076493 |                                 |  |  | 197,516,001       |   |  |  | 0.062780 |  |  |  | 218,010,000 | 
|                                           |  |                                 |          |  |                   |  |             |                                 |  |  |                   |  |  |                                 |             |   |                   |  |          |                                 |  |  |                   |   |  |  |          |  |  |  |             | 
|Exercisable at end of the period/year      |  |                                 | 0.0834   |  |                   |  | 126,187,434 |                                 |  |  | 0.075855          |  |  |                                 | 96,914,833  |   |                   |  | 0.075473 |                                 |  |  | 37,462,668        |   |  |  | 0.035402 |  |  |  | 44,460,000  | 
|                                           |  |                                 |          |  |                   |  |             |                                 |  |  |                   |  |  |                                 |             |   |                   |  |          |                                 |  |  |                   |   |  |  |          |  |  |  |             | 



F-69



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##### Table of Contents

|23 |  | Equity settled share-based transactions (continued)
|-- |  | ---------------------------------------------------



|(b) |  | The number and weighted average exercise price of share options are as follows: (continued)
|--- |  | -------------------------------------------------------------------------------------------

The weighted average share price at the date of exercise for share options exercised during the year ended March 31, 2012 was US$0.10
(2011: US$0.10). No share options were exercised during the three months ended June 30, 2012 or the year ended March 31, 2010.

The options outstanding as of June 30, 2012 had a weighted average remaining contractual life of 7.94 years (March 31, 2012: 8.19 years; March 31, 2011: 8.96 years; March 31, 2010: 8.91
years).



|(c) |  | Fair value of share options and assumptions
|--- |  | -------------------------------------------

The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted. The estimate of the fair value of the share options granted is
measured based on the Black-Scholes Option Pricing model or the Binomial Option Pricing model. The weighted average life of the share option is used as an input into this model. Expectations of early exercise are incorporated into the Black-Scholes
Option Pricing model or the Binomial Option Pricing model.



At April 17, 2009
(date of grant)


At March 29, 2010
(date of grant)


At August 31, 2010
(date of grant)


At June 10, 2011
(date of grant)Fair value at measurement date


US$0.02035 -US$0.02385



US$0.02912 -US$0.03209



US$0.04571 -US$0.04862



US$0.06960 -US$0.07760Share price


US$0.05015



US$0.06061



US$0.083



US$0.135Exercise price


US$0.07293



US$0.07570



US$0.080



US$0.143Expected volatility (expressed as average volatility used in the modeling under the Black-Scholes Option Pricing model or the
Binomial Option Pricing model)


51.30% - 53.70%



56.90%



57.60% - 58.70%



53.00%Option life (expressed as weighted average life used in the modeling under the Black-Scholes Option Pricing model or the Binomial
Option Pricing model)


5.5 - 6.5 years



5.5 -6.5 years



5.5 - 6.5 years



10 yearsExpected dividends














Risk-free interest rate (based on USD China Sovereign Bond Rate)


3.75% - 3.90%



2.96% - 3.26%



2.51% - 2.75%



4.1184%




F-70



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##### Table of Contents

|23 |  | Equity settled share-based transactions (continued)
|-- |  | ---------------------------------------------------



|(c) |  | Fair value of share options and assumptions (continued)
|--- |  | -------------------------------------------------------



The expected volatility is based on the average annualized standard deviations of the
continuously compounded rates of return on the average share prices of similar companies as of the measurement date publicly quoted. Expected dividends are based on historical record. Changes in the subjective input assumptions could materially
affect the fair value estimate.

Share options were granted under a service condition. This condition has not been taken into
account in the grant date fair value measurement of the services received. There were no market conditions associated with the share option grants.



|24 |  | Income tax in the consolidated balance sheets
|-- |  | ---------------------------------------------



|(a) |  | Current taxation in the consolidated balance sheets represents:
|--- |  | ---------------------------------------------------------------



|                                                              |  |                |       |  |                 |  |       |         |  |  |         |  |  |  |       | 
|------------------------------------------------------------- |  | -------------- | ----- |  | --------------- |  | ----- | ------- |  |  | ------- |  |  |  | ----- | 
|                                                              |  | As of June 30, |       |  | As of March 31, | 
|                                                              |  | 2012           |       |  | 2012            |  |       | 2011    |  |  | 2010    | 
|                                                              |  | RMB000        |       |  | RMB000         |  |       | RMB000 |  |  | RMB000 | 
|Provision for PRC income/ withholding tax for the period/year |  |                |      |  |                 |  | 3,096 |         |  |  |        |  |  |  | 890   | 
|Balance in respect of prior years                             |  |                | 6,537 |  |                 |  | 3,441 |         |  |  | 4,082   |  |  |  | 3,192 | 
|                                                              |  |                |       |  |                 |  |       |         |  |  |         |  |  |  |       | 
|                                                              |  |                | 6,537 |  |                 |  | 6,537 |         |  |  | 4,082   |  |  |  | 4,082 | 
|                                                              |  |                |       |  |                 |  |       |         |  |  |         |  |  |  |       | 



F-71



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##### Table of Contents

|24 | Income tax in the consolidated balance sheets (continued)
|-- | ---------------------------------------------------------

|
|



|(b) |  | Deferred tax assets recognized
|--- |  | ------------------------------

The component of deferred tax assets recognized in the consolidated balance sheets and the movements during the three months ended June 30, 2012 and the year ended March 31, 2012 are as follows:



|                           |  |                                                    |     |   |                 |  |       |         |  |  |       |  
|-------------------------- |  | -------------------------------------------------- | --- | - | --------------- |  | ----- | ------- |  |  | ----- | -
|                           |  | Property, plant and equipment
and lease
prepayment |     |   | Deferred income |  |       | Total   | 
|                           |  | RMB000                                            |     |   | RMB000         |  |       | RMB000 | 
|Deferred tax arising from: |  |                                                    |     |   |                 |  |       |         |  |  |       |  
|                           |  |                                                    |    
|At April 1, 2011           |  |                                                    |    |   |                 |  |      |         |  |  |      |  
|Credited to profit or loss |  |                                                    | 230 |   |                 |  | 1,841 |         |  |  | 2,071 |  
|Exchange difference        |  |                                                    | (1  | ) |                 |  | (10   | )       |  |  | (11   | )
|                           |  |                                                    |     |   |                 |  |       |         |  |  |       |  
|At March 31, 2012          |  |                                                    | 229 |   |                 |  | 1,831 |         |  |  | 2,060 |  
|                           |  |                                                    |     |   |                 |  |       |         |  |  |       |  
|At April 1, 2012           |  |                                                    | 229 |   |                 |  | 1,831 |         |  |  | 2,060 |  
|Charged to profit or loss  |  |                                                    |    |   |                 |  | (128  | )       |  |  | (128  | )
|Exchange difference        |  |                                                    | 1   |   |                 |  | 10    |         |  |  | 11    |  
|                           |  |                                                    |     |   |                 |  |       |         |  |  |       |  
|At June 30, 2012           |  |                                                    | 230 |   |                 |  | 1,713 |         |  |  | 1,943 |  
|                           |  |                                                    |     |   |                 |  |       |         |  |  |       |  



|(c) |  | Deferred tax assets not recognized
|--- |  | ----------------------------------

The Group has not recognized deferred tax assets as of June 30, 2012 in respect of cumulative tax losses of RMB30,523,000 and RMB7,382,000 (March 31, 2012: RMB29,282,000 and RMB7,297,000;
March 31, 2011: RMB27,714,000 and RMB6,253,000; March 31, 2010: RMB24,282,000 and RMB5,570,000) arising from the subsidiaries in Hong Kong and in the PRC-mainland, respectively, as it is not probable that future taxable profits against
which losses can be utilized will be available in the relevant entities. The tax losses of the subsidiaries in Hong Kong do not expire under current tax legislation while those of the subsidiaries in the PRC-mainland will expire in five years.

The cumulative tax losses of the subsidiaries in the PRC-mainland amounted to RMB7,382,000 as of June 30, 2012, of which
RMB1,308,000, RMB1,700,000, RMB1,560,000, RMB1,208,000, RMB1,210,000 and RMB396,000 will expire, if unused, by December 31, 2012, 2013, 2014, 2015, 2016 and 2017 respectively.



F-72



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##### Table of Contents

|24 |  | Income tax in the consolidated balance sheets (continued)
|-- |  | ---------------------------------------------------------



|(d) |  | Deferred tax liabilities not recognized
|--- |  | ---------------------------------------

At June 30, 2012, deferred tax liabilities not recognized in respect of temporary differences relating to the undistributed profits of PRC subsidiaries amounted to RMB575,867,000 (March 31, 2012:
RMB531,015,000; March 31, 2011: RMB348,264,000; March 31, 2010: RMB177,313,000) as the Group controls the dividend policy of these PRC subsidiaries and it has been determined that it is probable that these accumulated profits will not be
distributed in the foreseeable future by the PRC subsidiaries.



|25 |  | Equity
|-- |  | ------



|(a) |  | Share capital
|--- |  | -------------



|(i) | Share capital of the Company
|--- | ----------------------------

The Company was incorporated in the Cayman Islands on May 6, 2010 with an authorized share capital of US$50,000,000 divided into
5,000,000,000 shares of US$0.01 each. On the date of incorporation, 1 share of US$0.01 was issued at par as initial capital of the Company. After the Reorganization as described in note 1, the Company became the holding company of the Group on
July 16, 2010 and the then shareholders of China Linong became the shareholders of the Company with the same percentage holdings.

Upon completion of the Reorganization, the Company had 1,050,000,000 outstanding ordinary shares of US$0.01 each and 703,997,000 outstanding preferred shares (Series A: 215,060,000 shares; Series A1:
80,710,000 shares; Series B: 329,100,000 shares; Series B1: 79,127,000 shares) of US$0.01 each. All the rights, terms and conditions attached to ordinary shares and each class of preferred shares of the Company were the same as those of China
Linong.

During the year ended March 31, 2011, 79,593,999 ordinary shares were issued in respect of the exercise of
options.

On October 29, 2010, 460,000,000 ordinary shares of US$0.01 each were issued and offered for subscription at a
price of US$0.19 per share upon the IPO of the Company. The net proceeds from the IPO, after deducting share issuing costs of RMB49,885,000, amounted to approximately RMB534,891,000. In connection with the IPO, all preferred shares were
automatically converted into ordinary shares on an one-to-one basis on October 29, 2010.

During the year ended
March 31, 2012, 7,191,150 ordinary shares were issued in respect of the exercises of options.



F-73



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##### Table of Contents

|25 |  | Equity (continued)
|-- |  | ------------------



|(a) |  | Share capital (continued)
|--- |  | -------------------------



|(i) | Share capital of the Company (continued)
|--- | ----------------------------------------



As of June 30,


As of March 31,2012


2012


2011Number of shares


Amount


Number of shares


Amount


Number of shares


AmountRMB000





RMB000





RMB000Authorized:Ordinary shares of US$0.01 each


5,000,000,000



338,590



5,000,000,000



338,590



5,000,000,000



338,590Issued:Ordinary shares:At beginning of the period/year


2,300,782,150



155,391



2,293,591,000



154,938







Issue of ordinary shares upon incorporation


















1



Issue of ordinary shares upon the Reorganization


















1,050,000,000



71,104Exercise of share options










7,191,150



453



79,593,999



5,383Issue of ordinary shares upon the IPO


















460,000,000



30,778Automatic conversion of preferred shares into ordinary shares upon the IPO


















703,997,000



47,673At end of the period/year


2,300,782,150



155,391



2,300,782,150



155,391



2,293,591,000



154,938Preferred shares:At beginning of the period/year






















Issue of preferred shares upon the Reorganization


















703,997,000



47,673Automatic conversion of preferred shares to ordinary shares upon the IPO


















(703,997,000
)


(47,673
)At end of the period/year





























F-74



---

##### Table of Contents

|25 |  | Equity (continued)
|-- |  | ------------------



|(a) |  | Share capital (continued)
|--- |  | -------------------------



|(ii) | Share capital of China Linong
|---- | -----------------------------

On January 18, 2010, China Linong issued 79,127 Series B1 Preferred Shares for US$75.7 per share pursuant to the Series B1
Shareholders Agreement dated January 18, 2010. The net proceeds of RMB40,656,000, after deducting share issuing expenses of RMB398,000, were credited to the capital.



|                                                            |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|----------------------------------------------------------- |  | ---------------- | ---------- | - | ------- |  | --- | ---------------- |  |  | --------- |  |  |  | - | 
|                                                            |  | As of March 31,  |           
|                                                            |  | 2011             |            |   | 2010    | 
|                                                            |  | Number of shares |            |   | Amount  |  |     | Number of
shares |  |  | Amount    | 
|                                                            |  |                  |            |   | RMB000 |  |     |                  |  |  | RMB000   | 
|Authorized:                                                 |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|Ordinary shares of US$0.001 each                            |  |                  | 50,703,997 |   |         |  | 406 |                  |  |  | 1,050,000 |  |  |  | 9 | 
|                                                            |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|Preferred shares of US$0.001 each                           |  |                  |           |   |         |  |    |                  |  |  | 703,997   |  |  |  | 6 | 
|                                                            |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|Issued:                                                     |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|Ordinary shares:                                            |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|At beginning of the year                                    |  |                  | 1,050,000  |   |         |  | 9   |                  |  |  | 1,050,000 |  |  |  | 9 | 
|Effect of share subdivision from US$1 each to US$0.001 each |  |                  |           |   |         |  |    |                  |  |  |          |  |  |  |  | 
|Re-designation of preferred shares to ordinary shares       |  |                  | 703,997    |   |         |  | 6   |                  |  |  |          |  |  |  |  | 
|                                                            |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|At end of the year                                          |  |                  | 1,753,997  |   |         |  | 15  |                  |  |  | 1,050,000 |  |  |  | 9 | 
|                                                            |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|Preferred shares:                                           |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|At beginning of the year                                    |  |                  | 703,997    |   |         |  | 6   |                  |  |  | 624,870   |  |  |  | 5 | 
|Re-designation of preferred shares to ordinary shares       |  |                  | (703,997   | ) |         |  | (6  | )                |  |  |          |  |  |  |  | 
|Issue of Series B1 Preferred Shares                         |  |                  |           |   |         |  |    |                  |  |  | 79,127    |  |  |  | 1 | 
|                                                            |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 
|At end of the year                                          |  |                  |           |   |         |  |    |                  |  |  | 703,997   |  |  |  | 6 | 
|                                                            |  |                  |            |   |         |  |     |                  |  |  |           |  |  |  |   | 



F-75



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##### Table of Contents

|25 |  | Equity (continued)
|-- |  | ------------------



|(a) |  | Share capital (continued)
|--- |  | -------------------------





|(iii) | Ordinary shares
|----- | ---------------

The holders of
ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Companys residual assets.



|(iv) | Preferred shares
|---- | ----------------

As described
in notes 9(a) and 25(a)(i), on October 29, 2010, all preferred shares were automatically converted into ordinary shares on an one-to-one basis upon the Companys IPO. Details of the preferred shares outstanding prior to the conversion are
provided below.

Each preferred shareholder carries a number of votes equal to the number of ordinary shares then issuable upon
its conversion into ordinary shares at the date for determination of the shareholder entitled to vote on such matters, or, if no such date is established, at the date such vote is taken or any written consent of shareholders is solicited.

The holders of preferred shares are entitled to receive dividends, which are at the discretion of the Company, as declared
from time to time and subject to the approval as disclosed in note 25(a)(iii).

On liquidation of the Company, the holders of
Series B1 Preferred Shares would be entitled to receive an amount equal to 100% of the issue price of Series B1 Preferred Shares plus all accrued or declared but unpaid dividends (Series B1 Preference Amount). After the full distribution
of Series B1 Preference Amount, the holders of Series B Preferred Shares would be entitled to receive, prior to any distribution to holders of Series A1 Preferred Shares, Series A Preferred Shares and holders of ordinary shares, an amount equal to
100% of the issue price of Series B Preferred Shares plus all accrued or declared but unpaid dividends (Series B Preference Amount). After the full distribution of Series B1 and Series B Preference Amount, the holders of Series A1
Preferred Shares would be entitled to receive, prior to any distribution to the holders of Series A Preferred Shares and holders of ordinary shares, an amount equal to 100% of the issue price of Series A1 Preferred Shares plus all accrued or
declared but unpaid dividends (Series A1 Preference Amount). After the full distribution of Series B1, Series B and Series A1 Preference Amount, the holders of Series A Preferred Shares would be entitled to receive an amount equal to
100% of the issue price of Series A Preferred Shares plus all accrued or declared but unpaid dividends (Series A Preference Amount). After full distribution of Series B1, Series B, Series A1 and Series A Preference Amounts, any remaining
funds or assets of the Company would be distributed on a pro-rata basis among the holders of preferred shares (on as converted basis) together with the holders of ordinary shares.



F-76



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##### Table of Contents

|25 |  | Equity (continued)
|-- |  | ------------------



|(a) |  | Share capital (continued)
|--- |  | -------------------------



|(iv) | Preferred shares (continued)
|---- | ----------------------------



The rights of the preferred shareholders to convert the shares into ordinary shares are
summarized as follows:



| |  |  | Conversion rights are exercisable at any time at the preferred shareholders option, to convert all or any portion of preferred shares into
ordinary shares of the Company unless automatically converted as described.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The initial conversion price for each class of preferred shares is the issue price subject to adjustments from time to time in the event of any
share splits, share combinations, share dividends, recapitalizations and similar events.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Series A Preferred Shares and Series A1 Preferred Shares would automatically be converted into ordinary shares, at the then applicable
conversion price, upon
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) | the date specified by written consent or agreement of the holders of at least 50% of the Series A Preferred Shares and Series A1 Preferred Shares outstanding, or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | the closing of an underwritten public offering of ordinary shares of the Company in the United States of America with gross proceeds to the Company in excess of
US$70,000,000 and a pre-public offering market capitalization of at least US$300,000,000, or in a similar public offering of the ordinary shares of the Company in another jurisdiction which results in the ordinary shares trading publicly on a
recognized regional or national securities exchange (Qualified Public Offering).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Series B Preferred Shares and Series B1 Preferred Shares would automatically be converted into ordinary shares, at the then applicable
conversion price, upon the closing of a Qualified Public Offering.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | No fractional ordinary share would be issued upon conversion of the preferred shares. In lieu of any fractional shares to which the holder would
otherwise be entitled, the Company would pay cash equal to such fraction multiplied by the then effective respective conversion price.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-77



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##### Table of Contents

|25 |  | Equity (continued)
|-- |  | ------------------



|(b) |  | Nature and purpose of reserves
|--- |  | ------------------------------



|(i) | Share premium
|--- | -------------

The share premium
represents the difference between the par value of the ordinary shares of the Company and proceeds received from the issue of the ordinary shares of the Company. Under the Companies Law of the Cayman Islands, the share premium account of the Company
is distributable to the shareholders of the Company provided that immediately following the date on which the dividend is proposed to be distributed, the Company will be in a position to pay off its debts as they fall due in the ordinary course of
business.



|(ii) | Treasury shares
|---- | ---------------

Treasury shares
comprise the cost of the Companys American Depositary Shares (ADS) held by the Company. As of June 30, 2012, the Company held 387,037 of its own ADSs (March 31, 2012: 387,037; March 31, 2011 and March 31, 2010:
Nil).



|(iii) | Statutory reserve
|----- | -----------------

Transfers
from retained earnings to statutory reserves were made in accordance with the relevant PRC rules and regulations and the articles of association of the Companys subsidiaries incorporated in the PRC and were approved by the respective board of
directors.

Statutory surplus reserve

The subsidiaries in the PRC-mainland are required to transfer 10% of their net profit, as determined in accordance with the PRC accounting rules and regulations, to statutory surplus reserve until the
reserve balance reaches 50% of the registered capital. The transfer to this reserve must be made before distribution of a dividend to shareholders.

Statutory surplus reserve can be used to make good previous years losses, if any, and may be converted into share capital by the issue of new shares to shareholders in proportion to their existing
shareholdings or by increasing the par value of the shares currently held by them, provided that the balance after such issue is not less than 25% of their registered capital.



|(iv) | Exchange reserve
|---- | ----------------

The exchange
reserve comprises all foreign exchange differences arising from the translation of the financial statements of entities outside the PRC-mainland. The reserve is dealt with in accordance with the accounting policy set out in note 2(v).



F-78



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##### Table of Contents

|25 |  | Equity (continued)
|-- |  | ------------------



|(b) |  | Nature and purpose of reserves (continued)
|--- |  | ------------------------------------------



|(v) | Capital reserve
|--- | ---------------



| | Capital reserve comprises the fair value of the actual or estimated number of unexercised share options granted to directors and other eligible participants of the
Group recognized in accordance with the accounting policy adopted for share based payments in note 2(r)(ii).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(vi) | Other reserve
|---- | -------------



| | (1) | Under the 2006 Reorganization, China Linong acquired the entire equity interest in Land V. Group Limited by issuing 1,050 new ordinary shares as consideration. The
difference between the carrying amount of share capital and share premium of Land V. Group Limited and the nominal value of the share issued by China Linong was credited to other reserve.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Under the Reorganization, the Company issued ordinary shares and preferred shares to the then ordinary shareholders and preferred shareholders of China Linong in
exchange for all outstanding ordinary shares and preferred shares of China Linong at a 1,000-for-1 exchange ratio. The difference between the carrying amount of share capital and share premium of China Linong and the nominal value of the shares
issued by the Company was credited to other reserve.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) |  | Share repurchase
|--- |  | ----------------

On September 27, 2011, the Companys Board of Directors authorized a program to repurchase the Companys ADSs, each
representing 50 ordinary shares of the Company, up to US$10 million over a period of six months or at the time when the repurchase program is revoked or varied by the Board of Directors, whichever occurs earlier. During the year ended March 31,
2012, the Company repurchased a total of 387,037 of its ADSs.



|(d) |  | Capital management
|--- |  | ------------------

The Groups primary objectives when managing capital are to safeguard the Groups ability to continue as a going concern, so
that it can continue to provide returns for its shareholders by pricing products commensurately with the level of risk and by securing access to finance at a reasonable cost.

The Group actively and regularly reviews and manages its capital structure to maintain a balance between the higher returns to the equity shareholders of the Group that might be possible with higher level
of borrowings and the advantages and security afforded by a sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions.



F-79



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##### Table of Contents

|25 |  | Equity (continued)
|-- |  | ------------------



|(e) |  | Capital management (continued)
|--- |  | ------------------------------



The Group maintains sufficient capital (which comprises all components of equity) such
that net current assets are maintained, i.e. it has the financial resources to repay all its current liabilities when they fall due.

The Group was not subject to any externally imposed capital requirements during the periods/years presented in these financial statements.



|26 |  | Disposal of subsidiaries
|-- |  | ------------------------



|(a) |  | Disposal of Linong Agriculture Technology (Shantou) Co Limited
|--- |  | --------------------------------------------------------------

During the year ended March 31, 2012, the Group disposed of its 100% equity interests in Linong Agriculture Technology (Shantou) Co Limited (the Shantou Subsidiary) to an independent
third party for a consideration of RMB7,600,000 which was settled by cash.

Net assets disposed of at the date of
disposal:



|                                                                    |  |         |        |  
|------------------------------------------------------------------- |  | ------- | ------ | -
|                                                                    |  | RMB000 |       
|Property, plant and equipment                                       |  |         | 10,498 |  
|Trade and other receivables                                         |  |         | 1,612  |  
|Trade and other payables                                            |  |         | (7,224 | )
|Current taxation                                                    |  |         | (1,149 | )
|Cash and cash equivalents                                           |  |         | 3,863  |  
|                                                                    |  |         |        |  
|Net assets disposed of                                              |  |         | 7,600  |  
|Satisfied by cash                                                   |  |         | (7,600 | )
|Release of exchange reserve upon disposal of the Shantou Subsidiary |  |         | (1,309 | )
|                                                                    |  |         |        |  
|Gain on disposal of the Shantou Subsidiary                          |  |         | (1,309 | )
|                                                                    |  |         |        |  



|(b) |  | Disposal of Land V. Limited (Tianjin)
|--- |  | -------------------------------------

During the year ended March 31, 2010, the Group disposed of its 100% equity interest in Land V. Limited (Tianjin) (the Tianjin Subsidiary) to an entity controlled by a former director of
China Linong (see note 28) for a consideration of RMB6,004,000 which was satisfied by a waiver of payables to the Tianjin Subsidiary.



F-80



---

##### Table of Contents

|26 |  | Disposal of subsidiaries (continued)
|-- |  | ------------------------------------



|(b) |  | Disposal of Land V. Limited (Tianjin) (continued)
|--- |  | -------------------------------------------------



Net assets disposed of at the date of disposal:



|                                                                    |  |         |        |  
|------------------------------------------------------------------- |  | ------- | ------ | -
|                                                                    |  | RMB000 |       
|Trade and other receivables                                         |  |         | 6,005  |  
|                                                                    |  |         |        |  
|Net assets disposed of                                              |  |         | 6,005  |  
|Satisfied by wavier of amounts due to the Tianjin Subsidiary        |  |         | (6,004 | )
|Release of exchange reserve upon disposal of the Tianjin Subsidiary |  |         | (541   | )
|                                                                    |  |         |        |  
|Gain on disposal of the Tianjin Subsidiary                          |  |         | (540   | )
|                                                                    |  |         |        |  



|27 |  | Financial risk management and fair values
|-- |  | -----------------------------------------

Exposure to credit, currency and liquidity risks arises in the normal course of the Groups business. The Group does not have significant exposure to interest rate risk. The Groups exposure to
these risks and the financial risk management policies and practices used by the Group to manage these risks are described below.



|(a) |  | Credit risk
|--- |  | -----------

The
Groups credit risk is primarily attributable to trade and other receivables. Management has a credit policy in place and the exposures to these credit risks are monitored on an ongoing basis.

Customers are either required to settle in cash on delivery or granted with credit term. Individual credit evaluations are performed on
all customers requiring credit over a certain amount. These evaluations focus on the customers past history of making payments when due and current ability to pay, and take into account information specific to the customer. Trade receivables
are generally due within 5 to 60 days from the date of delivery. Debtors with balances that are overdue are requested to settle all outstanding balances before any further credit is granted. Normally, the Group does not obtain collateral from
customers.

The Groups exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The default risk of the industry and country in which customers operate also has an influence on credit risk but to a lesser extent. At the balance sheet date, the Group has certain concentrations of credit risk as 6.5% (March 31, 2012:
5.1%; March 31, 2011: 4.4%; March 31, 2010: 8.0%) and 17.3% (March 31, 2012: 13.0%; March 31, 2011: 14.8%; March 31, 2010: 15.1%) of the total trade and other receivables were due from the largest customer and
the five largest customers respectively.



F-81



---

##### Table of Contents

|27 |  | Financial risk management and fair values (continued)
|-- |  | -----------------------------------------------------



|(a) |  | Credit risk (continued)
|--- |  | -----------------------



Further quantitative disclosures in respect of the Groups exposure to credit risk
arising from trade and other receivables are set out in note 18.



|(b) |  | Currency risk
|--- |  | -------------



|(i) | Forecast transactions
|--- | ---------------------

The Group
is exposed to currency risks arising from the intra-group purchases by the subsidiaries outside the PRC-mainland from those subsidiaries in the PRC-mainland. Such purchases are denominated in RMB. The Group ensures that the net exposure is kept to
an acceptable level by selling Hong Kong dollars and United States dollars at spot rates where necessary to address short-term imbalances.



|(ii) | Exposure to currency risk
|---- | -------------------------

The
following table details the Groups exposure at the balance sheet date to currency risk arising from recognized assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate. For
presentation purposes, the amounts of the exposure are shown in RMB, translated using the spot rate at the year end. Differences resulting from the translation of the financial statements of operations outside the PRC-mainland into the Groups
presentation currency are excluded.



|                                                            |  |                                            |         |   |                       |  |         |          |  |  |         |  
|----------------------------------------------------------- |  | ------------------------------------------ | ------- | - | --------------------- |  | ------- | -------- |  |  | ------- | -
|                                                            |  | As of June 30, 2012(expressed in
Renminbi) |        
|                                                            |  | Hong Kong
dollars                          |         |   | United States
dollars |  |         | Renminbi | 
|                                                            |  | RMB000                                    |         |   | RMB000               |  |         | RMB000  | 
|Trade and other receivables                                 |  |                                            |        |   |                       |  |        |          |  |  | 79,057  |  
|Cash and cash equivalents                                   |  |                                            | 2       |   |                       |  | 22,355  |          |  |  | 26,679  |  
|Trade and other payables                                    |  |                                            | (17,908 | ) |                       |  | (23,068 | )        |  |  | (617    | )
|                                                            |  |                                            |         |   |                       |  |         |          |  |  |         |  
|Net exposure arising from recognized assets and liabilities |  |                                            | (17,906 | ) |                       |  | (713    | )        |  |  | 105,119 |  
|                                                            |  |                                            |         |   |                       |  |         |          |  |  |         |  





F-82



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##### Table of Contents

|27 |  | Financial risk management and fair values (continued)
|-- |  | -----------------------------------------------------



|(b) |  | Currency risk (continued)
|--- |  | -------------------------





|(ii) | Exposure to currency risk (continued)
|---- | -------------------------------------



|                                                            |  |                                             |         |   |                       |  |          |          |  |  |         |  
|----------------------------------------------------------- |  | ------------------------------------------- | ------- | - | --------------------- |  | -------- | -------- |  |  | ------- | -
|                                                            |  | As of March 31, 2012(expressed in
Renminbi) |        
|                                                            |  | Hong Kong
dollars                           |         |   | United States
dollars |  |          | Renminbi | 
|                                                            |  | RMB000                                     |         |   | RMB000               |  |          | RMB000  | 
|Trade and other receivables                                 |  |                                             |        |   |                       |  |         |          |  |  | 78,197  |  
|Cash and cash equivalents                                   |  |                                             | 210     |   |                       |  | 2        |          |  |  | 26,837  |  
|Trade and other payables                                    |  |                                             | (17,510 | ) |                       |  | (22,282  | )        |  |  | (587    | )
|                                                            |  |                                             |         |   |                       |  |          |          |  |  |         |  
|Net exposure arising from recognized assets and liabilities |  |                                             | (17,300 | ) |                       |  | (22,280  | )        |  |  | 104,447 |  
|                                                            |  |                                             |         |   |                       |  |          |          |  |  |         |  
|                                                            | 
|                                                            |  | As of March 31, 2011(expressed in
Renminbi) |        
|                                                            |  | Hong Kong
dollars                           |         |   | United States
dollars |  |          | Renminbi | 
|                                                            |  | RMB000                                     |         |   | RMB000               |  |          | RMB000  | 
|Trade and other receivables                                 |  |                                             | 19,363  |   |                       |  |         |          |  |  | 52,880  |  
|Cash and cash equivalents                                   |  |                                             | 9,849   |   |                       |  | 24,271   |          |  |  | 98,567  |  
|Trade and other payables                                    |  |                                             | (21,506 | ) |                       |  | (175,388 | )        |  |  | (3,036  | )
|                                                            |  |                                             |         |   |                       |  |          |          |  |  |         |  
|Net exposure arising from recognized assets and liabilities |  |                                             | 7,706   |   |                       |  | (151,117 | )        |  |  | 148,411 |  
|                                                            |  |                                             |         |   |                       |  |          |          |  |  |         |  
|                                                            | 
|                                                            |  | As of March 31, 2010(expressed in
Renminbi) |        
|                                                            |  | Hong Kong
dollars                           |         |   | United States
dollars |  |          | Renminbi | 
|                                                            |  | RMB000                                     |         |   | RMB000               |  |          | RMB000  | 
|Trade and other receivables                                 |  |                                             | 7,370   |   |                       |  |         |          |  |  | 42,553  |  
|Cash and cash equivalents                                   |  |                                             | 7,667   |   |                       |  | 20,992   |          |  |  |        |  
|Trade and other payables                                    |  |                                             | (20,568 | ) |                       |  | (70,419  | )        |  |  |        |  
|                                                            |  |                                             |         |   |                       |  |          |          |  |  |         |  
|Net exposure arising from recognized assets and liabilities |  |                                             | (5,531  | ) |                       |  | (49,427  | )        |  |  | 42,553  |  
|                                                            |  |                                             |         |   |                       |  |          |          |  |  |         |  



F-83



---

##### Table of Contents

|27 |  | Financial risk management and fair values (continued)
|-- |  | -----------------------------------------------------



|(b) |  | Currency risk (continued)
|--- |  | -------------------------





|(iii) | Sensitivity analysis
|----- | --------------------

The
following table indicates the instantaneous change in the Groups profit after tax that would arise if foreign exchange rates to which the Group has significant exposure at the balance sheet date had changed at that date, assuming all other
risk variables remained constant. In this respect, it is assumed that the pegged rate between the Hong Kong dollars and the United States dollars would be materially unaffected by any changes in movement in value of the United States dollars against
other currencies.



As of June 30,


As of March 31,2012


2012


2011


2010Increase/ (decrease) in foreign
exchange
rates


Decrease/ (increase) in loss
after tax


Increase/ (decrease) in foreign
exchange
rates


Increase/ (decrease) in profit
after tax


Increase/ (decrease) in foreign
exchange
rates


Increase/ (decrease) in profit
after tax


Increase/ (decrease) in foreign
exchange
rates


Increase/ (decrease) in profit
after tax000





000





000





000Renminbi (note (a))


5
%


5,287



5
%


5,252



5
%


7,421



5
%


2,128(5
)%


(5,287
)


(5
)%


(5,252
)


(5
)%


(7,421
)


(5
)%


(2,128
)Hong Kong


5
%


(895
)


5
%


(865
)


5
%


928



5
%


(948
)Dollars (note (b))


(5
)%


895



(5
)%


865



(5
)%


(928
)


(5
)%


948United States


5
%


(36
)


5
%


(1,114
)


5
%


(1,258
)


5
%


865Dollars (note (b))


(5
)%


36



(5
)%


1,114



(5
)%


1,258



(5
)%


(865
)


Results of the analysis as presented in the above table represent an aggregation of the effects on
each of the group entities profit after tax measured in the respective functional currencies, translated into RMB at the exchange rate ruling at the balance sheet date for presentation purposes.

The sensitivity analysis assumes that the change in foreign exchange rates had been applied to re-measure those financial instruments held
by the Group which expose the Group to foreign currency risk at the balance sheet date, including inter-company payables and receivables within the Group which are denominated in a currency other than the functional currencies of the lender or the
borrower. The analysis excludes differences that would result from the translation of the financial statements of operations outside the PRC-mainland into the Groups presentation currency. The analysis is performed on the same basis for all
the years presented.

Notes:



| | (a) | Arising from subsidiaries outside the PRC-mainland whose functional currency is Hong Kong dollars.
| | --- | --------------------------------------------------------------------------------------------------



| | (b) | Arising from PRC subsidiaries whose functional currency is RMB.
| | --- | ---------------------------------------------------------------



F-84



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##### Table of Contents

|27 |  | Financial risk management and fair values (continued)
|-- |  | -----------------------------------------------------



|(c) |  | Liquidity risk
|--- |  | --------------

The Groups policy is to regularly monitor liquidity requirements to ensure that it maintains sufficient reserves of cash to meet its
liquidity requirements in the short and longer term.

The following tables show the remaining contractual maturities at the
balance sheet date of the Groups non-derivative financial liabilities, which are based on the contractual undiscounted cashflows (including interest payment computed using contractual rates) and the earliest date the Group can be required to
pay:



Contractual undiscounted cash outflowBalance sheet carrying
amount


Within 1 year or on demand


More than
1 year but less than 2 years


More than
2 years but less than 5 years


TotalRMB000


RMB000


RMB000


RMB000


RMB000June 30, 2012Trade and other payables


31,111



31,111











31,111Bank loans


86,305



34,786



35,380



36,608



106,774117,416



65,897



35,380



36,608



137,885March 31, 2012Trade and other payables


37,055



37,055











37,055Bank loans


85,875



20,659



37,147



53,762



111,568122,930



57,714



37,147



53,762



148,623March 31, 2011Trade and other payables


36,321



36,321











36,321Bank loans


84,835



16,735



10,359



91,380



118,474121,156



53,056



10,359



91,380



154,795March 31, 2010Trade and other payables


18,628



18,628











18,628Bank loan


34,290



4,657



4,657



41,991



51,305Loan from municipal government


1,410







778



784



1,56254,328



23,285



5,435



42,775



71,495






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##### Table of Contents



|27 |  | Financial risk management and fair values (continued)
|-- |  | -----------------------------------------------------



|(d) |  | Nature risk
|--- |  | -----------

The
Groups revenue depends significantly on the ability to grow crops and harvest agricultural produce at an adequate level. The ability to grow crops may be affected by unfavorable local weather conditions and natural disasters. Weather
conditions such as floods, droughts and windstorms and natural disasters such as fire, disease, insect infestation and pests are examples of such events. The occurrence of severe weather conditions or natural disasters may affect the growth of
crops, which in turn may have a material adverse effect on the Groups ability to harvest the agricultural produce in sufficient quantities and in a timely manner.



|(e) |  | Price risk
|--- |  | ----------

The
market prices of crops and agricultural produce are constantly affected by both demand and supply cycle of the agricultural industry. As a result, movements of the market prices would have significant impact on the Groups earnings. Whilst
efforts have been made by management to implement certain strategies, there can be no assurance that the Group will be fully shielded from the negative effects of cyclical movements of the market prices of crops and agricultural produce.



|(f) |  | Fair values
|--- |  | -----------

The
amounts due from/(to) directors are unsecured, interest-free and repayable on demand. Given these terms, it is not meaningful to disclose their fair values.

All other financial instruments are carried at amounts not materially different from their fair values as of June 30, 2012 and March 31, 2012, 2011 and 2010 because of the immediate and
short-term maturities of those financial instruments.



|28 |  | Material related party transactions
|-- |  | -----------------------------------



|(a) | During the three months ended June 30, 2012 and the years ended March 31, 2012, 2011 and 2010, the directors of the Company are of the view that
the following are related parties of the Group:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Name of party

RelationshipMa Shing Yung

Chief Executive Officer and former Chairman of the Company and China LinongLui Ming Ho

Director of China LinongNew Oriental Group Limited (New Oriental)

An entity controlled by Luan Li, a former director of China Linong




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|28 |  | Material related party transactions (continued)
|-- |  | -----------------------------------------------



|(b) | In addition to the transactions and balances disclosed elsewhere in these financial statements, the Group entered into the following material related
party transactions:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(i) | 
|--- | 



|                                                       |  |                |   |  |                 |  |   |         |  |  |         |   |  |  |    |  
|------------------------------------------------------ |  | -------------- | - |  | --------------- |  | - | ------- |  |  | ------- | - |  |  | -- | -
|                                                       |  | As of June 30, |   |  | As of March 31, | 
|                                                       |  | 2012           |   |  | 2012            |  |   | 2011    |  |  | 2010    |  
|                                                       |  | RMB000        |   |  | RMB000         |  |   | RMB000 |  |  | RMB000 |  
|Amount due to a directorMa Shing Yung                 |  |                |   |  |                 |  |   |         |  |  |         |   |  |  |    |  
|At beginning of the period/year                        |  |                |  |  |                 |  |  |         |  |  | 40      |   |  |  | 41 |  
|Exchange adjustments                                   |  |                |  |  |                 |  |  |         |  |  |        |   |  |  | (1 | )
|Repayment to Ma Shing Yung                             |  |                |  |  |                 |  |  |         |  |  | (40     | ) |  |  |   |  
|                                                       |  |                |   |  |                 |  |   |         |  |  |         |   |  |  |    |  
|At end of the period/year (note 22)                    |  |                |  |  |                 |  |  |         |  |  |        |   |  |  | 40 |  
|                                                       |  |                |   |  |                 |  |   |         |  |  |         |   |  |  |    |  
|Amount due from a director of China LinongLui Ming Ho |  |                |   |  |                 |  |   |         |  |  |         |   | 
|At beginning of the period/year                        |  |                |  |  |                 |  |  |         |  |  | 46      |   |  |  | 48 |  
|Exchange adjustments                                   |  |                |  |  |                 |  |  |         |  |  |        |   |  |  | (1 | )
|Advance to Lui Ming Ho                                 |  |                |  |  |                 |  |  |         |  |  |        |   |  |  | 2  |  
|Repayment from Lui Ming Ho                             |  |                |  |  |                 |  |  |         |  |  | (46     | ) |  |  | (3 | )
|                                                       |  |                |   |  |                 |  |   |         |  |  |         |   |  |  |    |  
|At end of the period/year (note 18)                    |  |                |  |  |                 |  |  |         |  |  |        |   |  |  | 46 |  
|                                                       |  |                |   |  |                 |  |   |         |  |  |         |   |  |  |    |  

Amount due to a director of the CompanyMa Shing Yung represents the advances received from Ma Shing
Yung for financing the operations of the Group.

Amount due from a director of China LinongLui Ming Ho represents the
advances made by the Group to Lui Ming Ho for operating expenses to be incurred in business development activities.



|(ii) | During the year ended March 31, 2010, the Group disposed of one of the subsidiaries (see note 26) to New Oriental.
|---- | ------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|28 |  | Material related party transactions (continued)
|-- |  | -----------------------------------------------



|(b) |  | (continued)
|--- |  | -----------





|(iii) | Remuneration for key management personnel of the Group is as follows:
|----- | ---------------------------------------------------------------------



Three months
endedJune 30,


Years
endedMarch 31,2012


2011


2012


2011


2010RMB000


RMB000


RMB000


RMB000


RMB000(unaudited)Basic salaries, allowances and benefits in kind


1,383



1,505



6,474



5,501



2,462Equity settled share-based payment expenses


3,176



3,535



16,909



15,732



4,0964,559



5,040



23,383



21,233



6,558


Total remuneration is included in staff costs (see note 7(a)).



|29 |  | Commitments and contingent liabilities
|-- |  | --------------------------------------



|(a) |  | Capital commitments
|--- |  | -------------------

Capital commitments outstanding at June 30, 2012 and March 31, 2012, 2011 and 2010 not provided for in the financial statements
are as follows:



|                                  |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 
|--------------------------------- |  | -------------- | ------- |  | --------------- |  | ------- | ------- |  |  | ------- |  |  |  | ------- | 
|                                  |  | As of June 30, |         |  | As of March 31, | 
|                                  |  | 2012           |         |  | 2012            |  |         | 2011    |  |  | 2010    | 
|                                  |  | RMB000        |         |  | RMB000         |  |         | RMB000 |  |  | RMB000 | 
|Contracted for                    |  |                | 147,759 |  |                 |  | 126,998 |         |  |  | 46,188  |  |  |  | 30,268  | 
|Authorized but not contracted for |  |                | 229,726 |  |                 |  | 252,140 |         |  |  | 172,363 |  |  |  | 136,313 | 
|                                  |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 
|                                  |  |                | 377,485 |  |                 |  | 379,138 |         |  |  | 218,551 |  |  |  | 166,581 | 
|                                  |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 





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|29 |  | Commitments and contingent liabilities (continued)
|-- |  | --------------------------------------------------



|(b) |  | Operating lease commitments
|--- |  | ---------------------------



The total future minimum lease payments under non-cancellable operating leases are
payable as follows:



|                                |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 
|------------------------------- |  | -------------- | ------- |  | --------------- |  | ------- | ------- |  |  | ------- |  |  |  | ------- | 
|                                |  | As of June 30, |         |  | As of March 31, | 
|                                |  | 2012           |         |  | 2012            |  |         | 2011    |  |  | 2010    | 
|                                |  | RMB000        |         |  | RMB000         |  |         | RMB000 |  |  | RMB000 | 
|Within 1 year                   |  |                | 14,308  |  |                 |  | 14,479  |         |  |  | 10,592  |  |  |  | 7,343   | 
|After 1 year but within 5 years |  |                | 56,128  |  |                 |  | 56,333  |         |  |  | 44,607  |  |  |  | 32,486  | 
|After 5 years                   |  |                | 130,391 |  |                 |  | 133,675 |         |  |  | 106,955 |  |  |  | 70,103  | 
|                                |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 
|                                |  |                | 200,827 |  |                 |  | 204,487 |         |  |  | 162,154 |  |  |  | 109,932 | 
|                                |  |                |         |  |                 |  |         |         |  |  |         |  |  |  |         | 

The Group leases a number of properties and cultivation bases under operating leases. The leases
typically run for an initial period of one to fifteen years, with an option to renew the lease when all terms are renegotiated. None of the leases includes contingent rentals.



|(c) |  | Environmental contingencies
|--- |  | ---------------------------

The Groups operations are regulated by various laws and regulations. Laws and regulations protecting the environment have generally become more stringent in recent years and could become more
stringent in the future. Violation of these laws and regulations could impose significant costs, expenses, penalties and liabilities on the Group. The financial position of the Group may be adversely affected by any environmental liabilities which
may be imposed under such new environmental laws and regulations. The directors of the Company are not aware of any environmental liabilities as of June 30, 2012 and March 31, 2012, 2011 and 2010. The directors of the Company are also not
aware of any significant costs, expenses, penalties and liabilities resulting from violation of existing laws and regulations.



|(d) |  | Contingent liabilities
|--- |  | ----------------------

As at June 30, 2012, a subsidiary of the Company had issued a corporate guarantee in respect of banking facility granted to another subsidiary of the Company which would remain in force so long as
the subsidiary has drawn down under the banking facility. Under the corporate guarantee, the subsidiary is liable for all and any of the borrowings from the bank which is the beneficiary of the guarantee.

As at June 30, 2012, the directors of the Company did not consider it probable that a claim will be made against the Group under the
above guarantee. The maximum liability of the Group as at June 30, 2012 under the corporate guarantee is the amount of the facilities utilized by the subsidiary of RMB10,000,000.



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##### Table of Contents

|30 |  | Possible impact of amendments, new standards and interpretations issued but not yet effective for the three months ended June 30, 2012
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------

Up to the date of issue of these financial statements, the IASB has issued a number of amendments and five
new standards which are not yet effective for the three months ended June 30, 2012 and which have not been adopted in these financial statements. These include the following which may be relevant to the Group.



Effective for accounting periods beginning on or afterAmendments to IAS 1, Presentation of financial statements Presentation of items of other comprehensive
income

July 1, 2012IFRS 10, Consolidated financial statements

January 1, 2013IFRS 12, Disclosure of interests in other entities

January 1, 2013IFRS 13, Fair value measurement

January 1, 2013Annual improvements to IFRSs 2009-2011 Cycle

January 1, 2013Amendments to IAS 32, Financial instruments: PresentationOffsetting financial assets and financial
liabilities

January 1, 2014IFRS 9, Financial instruments

January 1, 2015




| | The Group is in the process of making an assessment of what the impact of these amendments is expected to be in the period of initial application. So far it has
concluded that the adoption of them is unlikely to have a significant impact on the consolidated financial statements of operations and financial position.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-90