SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2.

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Agria Corporation

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G41088 108

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     o Rule 13d-1(c)

     þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. This Amendment No. 2 to Schedule 13G is deemed to amend the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2009.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G41088 108 Page 2  of  8 

1	NAME OF REPORTING PERSONS Guanglin Lai
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Singapore
		5	SOLE VOTING POWER
NUMBER OF			48,522,000 ordinary shares. Brothers Capital Limited and Morgan Finanz Capital Limited may also be deemed to have sole voting power with respect to 48,522,000 ordinary shares and 31,076,750 ordinary shares, respectively. (See Item 4)
SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH:			48,522,000 ordinary shares. Brothers Capital Limited and Morgan Finanz Capital Limited may also be deemed to have sole dispositive power with respect to 48,522,000 ordinary shares and 31,076,750 ordinary shares, respectively. (See Item 4)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	48,522,000 ordinary shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	38.8%
12	TYPE OF REPORTING PERSON
	IN

CUSIP No. G41088 108 Page 3  of  8 

1	NAME OF REPORTING PERSONS Brothers Capital Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
		5	SOLE VOTING POWER
NUMBER OF			48,522,0001 ordinary shares. Guanglin Lai and Morgan Finanz Capital Limited may also be deemed to have sole voting power with respect to 48,522,000 ordinary shares and 31,076,750 ordinary shares, respectively. (See Item 4)
SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH:			48,522,0001 ordinary shares. Guanglin Lai and Morgan Finanz Capital Limited may also be deemed to have sole dispositive power with respect to 48,522,000 ordinary shares and 31,076,750 ordinary shares, respectively. (See Item 4)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	48,522,000 ordinary shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	38.8%
12	TYPE OF REPORTING PERSON
	CO

¹ Including (1) 17,445,250 ordinary shares of the issuer directly held by Brothers Capital Limited, and (2) 31,076,750 ordinary shares of the issuer directly held by Morgan Finanz Capital Limited that may be deemed to be beneficially owned by Brothers Capital Limited.

CUSIP No. G41088 108 Page 4  of  8 

1	NAME OF REPORTING PERSONS Morgan Finanz Capital Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands
		5	SOLE VOTING POWER
NUMBER OF			31,076,750 ordinary shares. Each of Guanglin Lai and Brothers Capital Limited may be deemed to have sole voting power with respect to the above shares. (See Item 4)
SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH REPORTING PERSON WITH:		7	SOLE DISPOSITIVE POWER
			31,076,750 ordinary shares. Each of Guanglin Lai and Brothers Capital Limited may be deemed to have sole dispositive power with respect to the above shares. (See Item 4)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	31,076,750 ordinary shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	24.8%
12	TYPE OF REPORTING PERSON
	CO

CUSIP No. G41088 108 Page 5  of  8 

Item 1(a).	Name of Issuer:
	Agria Corporation
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	21/F Tower B, PingAn International Finance Center 1-3 Xinyuan South Road, Chaoyang District Beijing 100027 People’s Republic of China
Item 2(a).	Name of Person Filing:
	Guanglin Lai Brothers Capital Limited Morgan Finanz Capital Limited
Item 2(b).	Address of Principal Business Office or, if None, Residence:
	Guanglin Lai Agria Corporation 21/F Tower B, PingAn International Finance Center 1-3 Xinyuan South Road, Chaoyang District Beijing 100027 People’s Republic of China
	Brothers Capital Limited Morgan Finanz Capital Limited c/o Guanglin Lai Agria Corporation 21/F Tower B, PingAn International Finance Center 1-3 Xinyuan South Road, Chaoyang District Beijing 100027 People’s Republic of China
Item 2(c).	Citizenship:
	Guanglin Lai — Singapore
	Brothers Capital Limited — British Virgin Islands
	Morgan Finanz Capital Limited — British Virgin Islands
Item 2(d).	Title of Class of Securities:
	Ordinary Shares

CUSIP No. G41088 108 Page 6  of  8 

Item 2(e).	CUSIP Number:
	G41088 108
Item 3.	Not Applicable
Item 4.	Ownership:
	The following information with respect to the ownership of the ordinary shares of the issuer by each of the reporting persons is provided as of December 31, 2009:

								Shared		Sole power to
						Sole power		power to		dispose or to		Shared power
	Amount					to vote or		vote or to		direct the		to dispose or to
	beneficially		Percent			direct the		direct		disposition		direct the
Reporting Person	owned:		of class:			vote:		the vote:		of:		disposition of:
Guanglin Lai		48,522,000		38.8	%		48,522,000		0		48,522,000		0
Brothers Capital Limited		48,522,000		38.8	%		48,522,000		0		48,522,000		0
Morgan Finanz Capital Limited		31,076,750		24.8	%		31,076,750		0		31,076,750		0

Brothers Capital Limited, a British Virgin Islands company, is the record owner of 17,445,250 ordinary shares of the issuer. Morgan Finanz Capital Limited, a British Virgin Islands company, is the record owner of 31,076,750 ordinary shares of the issuer. Morgan Finanz Capital Limited is wholly owned by Brothers Capital Limited, which in turn is wholly owned by Mr. Guanglin Lai. Mr. Guanglin Lai is the sole director of both Brothers Capital Limited and Morgan Finanz Capital Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Brothers Capital Limited may be deemed to beneficially own all of the shares held by Morgan Finanz Capital Limited, and Mr. Guanglin Lai may be deemed to beneficially own all of the shares held by Brothers Capital Limited and Morgan Finanz Capital Limited.

Item 5.	Ownership of Five Percent or Less of a Class:
	Not applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
	Not applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
	Not applicable.

CUSIP No. G41088 108 Page 7  of  8 

Item 8.	Identification and Classification of Members of the Group:
	Not applicable
Item 9.	Notice of Dissolution of Group:
	Not applicable
Item 10.	Certifications:
	Not applicable

CUSIP No. G41088 108 Page 8  of  8 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2010

Guanglin Lai	/s/ Guanglin Lai
	Guanglin Lai
Brothers Capital Limited	By:	/s/ Guanglin Lai
		Name:	Guanglin Lai
		Title:	Director
Morgan Finanz Capital Limited	By:	/s/ Guanglin Lai
		Name:	Guanglin Lai
		Title:	Director

LIST OF EXHIBITS

Exhibit No.	Description
A	Joint Filing Agreement

EX-99.A

EXHIBIT A: Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.0000001 per share, of Agria Corporation, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 10, 2010.

Guanglin Lai	/s/ Guanglin Lai
	Guanglin Lai
Brothers Capital Limited	By:	/s/ Guanglin Lai
		Name:	Guanglin Lai
		Title:	Director
Morgan Finanz Capital Limited	By:	/s/ Guanglin Lai
		Name:	Guanglin Lai
		Title:	Director