Exhibit 4.31





	 	 	 
	 	 	
        Supplemental to Prepayment Agreement

         

        Relating to Agria Asia Investments Limited

         

	 	 	 
	 	 	
        Agria Group Limited (Agria Group)

         

        New Hope International (Hong Kong) Limited (New Hope)

         

         



 




     


     


    

  


	Details


 


	Date	Feb 2015


 


Parties


 


	Name	Agria Group Limited
	Short name	Agria Group
	Notice Details	Room1701, 17/F, Dutyfree Business Building, Fuhua 1st Road, Futian District,

        Shenzhen, PRC (518048)

	 	 
	Fax	852-21955276
	Attention	Jennifer He


 


	Name	New Hope International (Hong Kong) Limited
	Short name	New Hope
	Notice Details	Suite 2508, West Tower, LG Twin Tower, Jianguomenwai Avenue, Chaoyang

        District, Beijing, China

	Fax	010-65676087
	Attention	Tianli Zhang


 


Background


 


		A	The parties hereto have entered into a Shareholders Agreement (Shareholders Agreement) as
of 28 June 2011 relating to Agria Asia Investments Limited (Company), whereby Clause 4 provides that New Hope shall have
the right to sell its Shares in the Company to Agria Group (the “Put Option”) in the manner provided therein.



 


		B	Contemporaneously thereto, the parties entered into a Supplemental Agreement (Supplemental Agreement)
relating to the Company, whereby Clause 3 provides that the Parties agree that with respect to any fiscal year, if the dividends
distributed by the Company to New Hope is less than 5% of the original subscription price per share under the Subscription Agreement
multiplied by the number of Shares then held by New Hope (“Guaranteed Return”). Agria Group shall provide an
interest-free loan to New Hope in the amount equal to the difference between the Guaranteed Return and the dividends received by
New Hope. New Hope shall in subsequent years repay such amount of outstanding principal equal to any excess of the amount of any
dividends received by New Hope from the Company over the Guaranteed Return.



 


		C	The Parties entered into the Repayment Agreement to the Supplemental Agreement (Prepayment Agreement)
as of 5 August, 2013 with respect to and pursuant to which, payment having been made as prepayment for 50% of the Repurchase Price
including interests thereon and the Guaranteed Return to New Hope.



 


		D	The Parties are entering into this agreement to record the agreement and understanding of the Parties
with respect to prepayment of the balance of the Repurchase Price and the Guaranteed Return to New Hope



 




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	Agreed terms


 


		1.	Defined terms and interpretation



 


In this agreement, unless the
context otherwise requires, words and expression defined in the Shareholders Agreement, the Supplemental Agreement and the Prepayment
Agreement shall have the same meaning in this agreement.


 


		2.	Prepayment of Repurchase Price



 


The Parties agree that notwithstanding
the provision in the Agria Group hereby agrees to make the Shareholders Agreement and the Supplemental Agreement, subject only
to the provision in relation to compound annual interest of 8% as provided in Clause 2(c) of the Supplemental Agreement, the balance
Repurchase Price for 50% of the Shares initially subscribed by New Hope, shall be fixed at the sum of USD10,000,000 plus interest
as provided in Clause 2(c) of the Supplemental Agreement and the Agria Group hereby agrees to make prepayment(s) of the balance
Repurchase Price to New Hope in the following manner:


 


		(a)	the sum of USD 1,000,000 made on or before the end of February 2015;



 


		(b)	the sum of USD 6,000,000 made on or before the end of March 2015;



 


		(c)	the balance sum of USD 3,000,000 plus the interest calculated in accordance with Clause 2(c) of the Supplemental Agreement
to be made on or before the end of October 2015.



 


In consideration of the prepayment as aforesaid,


 


		(a)	New Hope will refrain from exercising its Put Option; and for the avoidance of doubt, at the request
of Agria Group, the Parties will in good faith facilitate the sale or transfer of the Shares in such manner without triggering
the follow-on offer to be made in respect of other shares of PGW not already owned by Agria Group and/or its concert parties.



 


		(b)	subject to and upon full payment of the balance Repurchase Price of USD10,000,000 or full Repurchase
Price, as the case may be, New Hope thereby grants in favour of Agria Group a call option ("Call Option") to require
New Hope to transfer free from encumbrances up to 50% or 100%, as the case may be of the Shares initially subscribed by New Hope
to Agria Group or its nominee(s). The Call Option may be exercised in whole or in part at any time after full payment of the Repurchase
Price.



 


The repurchase price for the Shares
shall be determined in accordance with Clause 2 of the Supplemental Agreement. Agria Group may offset the prepayment(s) aforementioned
against the payment of repurchase price of the Shares. For avoidance of doubt, Agria Group may not offset the payment of Guaranteed
Return paid to New Hope as mentioned below against the payment of repurchase price for the Shares.


 


			For the avoidance of doubt, the compound annual interest rate of 8% shall accrue only on such balance
of the subscription price taking into account the aforesaid prepayment(s) from the Completion to the date of the full payment of
the Repurchase Price.



 


For the avoidance
of doubt, calculation of the Repurchase Price together with interests and Guaranteed Return is set out in the Schedule hereto.


 


		3.	Payment of Guaranteed Return



 


Agria Group hereby agrees to
extend such sum(s), by way of an interest-free loan to New Hope, being in the amount equal to the difference between the Guaranteed
Return and the dividends received by New Hope.


 




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The parties agree that New Hope
shall in subsequent year(s) repay the amount of outstanding principal loan, equal to any excess of the amount of any dividends
received by New Hope from the Company over the Guaranteed Return.


 


For the avoidance of doubt, the
Guaranteed Return at the rate of 5% per annum shall accrue only on such balance of the subscription price taking into account the
aforesaid prepayment(s) from the Completion to the date of the full payment of the Repurchase Price.


 


		4.	Entire Agreement



 


This agreement, together with
the Repayment Agreement, the Supplemental Agreement and the Shareholders Agreement dated 28 June 2011, the Charge over Shares in
Agria Asia Investments Limited dated 28 June 2011, the Personal Guaranty dated 28 June 2011 and the agreement relating to Supplemental
Agreement – partial prepayment dated 14 January 2013 constitute the entire agreement between the parties in connection with
their subject matter and supersede all previous agreements or understandings between the parties in connection with that subject
matter.


 


		5.	Miscellaneous



 


Subject as provided above, clauses
6, 7, 8, 9 and 10 of the Shareholders Agreement shall apply to this agreement with such changes as the context and circumstances
require as though they were set out in full in this agreement.


 




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	Signing page


 


EXECUTED as an agreement


 


 


	sIGNED by AGRIA GROUP LIMITED by its duly 	 	/s/ Guanglin Lai
	authorised signatory:	 	 
	 	 	Signature of authorised signatory
	 	 	 
	 	 	Guanglin Lai
	 	 	 
	 	 	Name of authorised signatory


 


	sIGNED by NEW HOPE INTERNATIONAL 	 	/s/ Alex T. Zhang
	(HONG KONG) LIMITED by its duly authorised 	 	 
	signatory:	 	Signature of authorised signatory
	 	 	 
	 	 	Alex T. Zhang
	 	 	 
	 	 	Name of authorised signatory


 




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