Exhibit
4.32


 


THIS
DEED OF RELEASE is dated 22 October 2015


 


AND
IS MADE BY:


 


NEW HOPE INTERNATIONAL (HONG
KONG) LIMITED of 2Suite 2508, West Tower, LG Twin Tower, Jianguomenwai Avenue, Chaoyang District, Beijing, China as agent and
Chargee for itself and each of the Finance Parties (the “Chargee”); and


 


IN FAVOUR OF:


 


AGRIA ASIA
INVESTMENT LIMITED a company incorporated in the British Virgin Islands, whose registered office is at, PO Box 957, Road Town,
Tortola, BVI (“ the Company”); and


 


AGRIA GROUP LIMITED a
company incorporated in the British Virgin Islands, whose place of business is at 21/F Tower B,
PingAn International Finance Center, 1-3 Xinyuan South Road, Chaoyang District, Beijing, China (the
“Chargor”).


 


WHEREAS:


 


		A	The Chargor, the Company and the Chargee entered into a Shareholders Agreement dated June 28, 2011
(the “Shareholders Agreement”) in connection with certain matters relating to the Chargor’s and Chargee’s
shareholding in the Company.



 


		B	The obligations of the Chargor under the Shareholders Agreement were secured, among others, by
a charge of the Chargors' interests in the fully paid Shares in the issued capital of the Company (the “Charged Shares”)
pursuant to a share charge in respect of the Charged Shares dated June 28, 2011 between the Chargor and the Chargee (the “Share
Charge”).



 


		C	It is intended that this document takes effect as a deed notwithstanding the fact that a party
may only execute this document under hand.



 


IT IS AGREED as follows:


 


		1.	INTERPRETATION



 


In this Deed
terms defined in the Share Charge and the Shareholders Agreement shall have the same meaning when used in this Deed.


 


TERMINATION
OF THE SHARE Charge


 


The
Chargor, the Company and the Chargee hereby agree to terminate the Share Charge, without affecting other rights and obligations
of the parties under the Shareholders Agreement.


 


		2.	RELEASE OF CHARGE OVER SHARES



 


The Chargee hereby:


 


		(a)	discharges and releases the Share Charge; and



 


		(b)	releases and re-assigns to the Chargors all of the Chargors' rights, title, benefit and interest
in and to the Charged Shares and any other assets or rights which are secured under or pursuant to the Share Charge so that henceforth
the same shall be held freed and discharged from all such security and from all claims and demands under the Share Charge.



 


		(c)	shall return (i) the original share certificates in respect to the Charged Shares and (ii) the
signed transfers in respect to the Charged Shares.



 




     


     


    

 


		3.	FURTHER ASSURANCE



 


The Chargee shall at the sole cost
of the Chargors and to a commercially reasonable extent, from time to time on request, do or procure the doing of all acts and/or
execute or procure the execution of all documents which the Chargors may reasonably consider necessary for giving full effect to
this Deed.


 


		4.	COUNTERPARTS



 


This Deed may
be executed in any number of counterparts and by the different parties to this Deed on separate counterparts, each of which when
executed and delivered shall be an original but all the counterparts shall together constitute one and the same instrument.


 


		5.	GOVERNING LAW



 


This Deed is
governed by, and shall be construed in accordance with, the laws of the British Virgin Islands.


 


		6.	JURISDICTION



 


The parties to
this Deed agree that the courts of the British Virgin Islands are to have non-exclusive jurisdiction to settle any disputes which
may arise in connection with this Deed. The parties hereby irrevocably waive any objections on the grounds of venue or forum non
conveniens or any similar grounds. The parties hereby irrevocably consent to service of process by mail or in any other manner
permitted by relevant law.


 


[INTENTIONALLY LEFT BLANK]


 




     


     


    

 


IN WITNESS of which this Deed has been executed
and delivered as a deed on the date which appears on page 1 above.


 


	EXECUTED AS A DEED by agria group	)	/s/ Guanglin Lai
	LIMITED:	)	Duly Authorised Signatory
	 	)	 
	 	)	Name:	 	Guanglin Lai
	 	)	 	 	 
	 	)	Title:	 	Director
	 	)	 	 	 


 


	EXECUTED AS A DEED by agria asia 	)	/s/ Guanglin Lai
	INVESTMENTS LIMITED:	)	Duly Authorised Signatory
	 	)	 
	 	)	Name:	 	Guanglin Lai
	 	)	 	 	 
	 	)	Title:	 	Director
	 	)	 	 	 


 


	EXECUTED AS A DEED by new
    hope 	)	/s/ Alex T. Zhang
	INTERNATIONAL (HONG KONG) LIMITED:	)	Duly Authorised Signatory
	 	)	 	 	 
	 	)	Name:	 	Alex T. Zhang
	 	)	 	 	 
	 	)	Title:	 	 
	 	)