UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

AMENDMENT NO. 2

(Mark One)

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009.

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

OR

o 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: 001-33766

AGRIA CORPORATION

(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)

21/F Tower B, PingAn International Finance Center,
1-3 Xinyuan South Road, Chaoyang District
Beijing 100027
People’s Republic of China

(Address of principal executive offices)

John Layburn, Acting Chief Financial Officer and	David Pasquale, Senior Vice President
Chief Strategy and Compliance Officer	Phone: +1 914 337 1117
Phone: +86 (10) 8438 1060	Email: david.pasquale@agriacorp.com
Email: john.layburn@agriacorp.com	Two Park Place
21/F Tower B, PingAn International Finance Center,	Bronxville, New York 10708
1-3 Xinyuan South Road, Chaoyang District	United States of America
Beijing 100027, People’s Republic of China

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

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

Title of Each class	Name of Each Exchange on Which Registered
American Depositary Shares, each representing two ordinary shares, par value $0.0000001 per share	New York Stock Exchange

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 annual report. 125,160,000 ordinary shares, par value US$0.0000001 per share, as of December 31, 2009.

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

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 o No þ

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 þ No o

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 o No o

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 o Accelerated filer o Non-accelerated filer þ

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

US GAAP þ International Financial Reporting Standards as issued by the International Accounting Standards Board o Other o

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 o Item 18 o

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 o No þ

(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 o No o

TABLE OF CONTENTS

 Exhibit 12.1

 Exhibit 12.2

 Exhibit 13.1

 Exhibit 13.2

EXPLANATORY NOTE

This Amendment No. 2 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2010 (the “Original Report”), as amended on December 30, 2010, is being filed solely to amend “Item 15 Controls and Procedures—Management’s Report on Internal Control over Financial Reporting” on page 83 of the Original Report. We hereby replace the subsections titled “Item 15—Controls and Procedures—Management’s Report on Internal Control over Financial Reporting” and “Item 15—Controls and Procedures— Remediation Initiatives” on pages 83 and 84 of the Original Report in their entirety with the amended subsections included in this Amendment No. 2.

We are including in this Amendment No. 2 currently-dated certifications by our principal executive officer and our principal financial officer. Other than the foregoing section, no part of the Original Report is being amended. Accordingly, other than as discussed above, this Amendment No. 2 does not include any unchanged portions of the Original Report and does not modify or update the disclosure therein in any way. As a result, this Amendment No. 2 continues to speak as of June 29, 2010, except for the certifications referenced above, which speak as of the filing date of this Amendment No. 2.

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ITEM 15. CONTROLS AND PROCEDURES

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management or our board of directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our interim or annual consolidated financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to the preparation of financial statements for external purposes in accordance with U.S. GAAP and may not prevent or detect misstatements as set out above. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the SEC, management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009 using criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Beijing Nongkeyu Seeding Development Co., Ltd., which is included in the 2009 consolidated financial statements of Agria Corporation and constituted RMB42.3 million ($6.2 million) and RMB6.2 million ($0.9 million) of total and net assets, respectively, as of December 31, 2009 and RMB13,000 ($2,000) and RMB1.3 million ($0.2 million) of revenues and net loss, respectively, for the year then ended.

Exchange Act Rule 12b-2 (17 CFR 240.12b-2) and Rule 1-02 of Regulation S-X (17 CFR 210.1-02) defines a material weakness as “a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.”

When finalizing the 2009 financial statements, our auditors identified a material misstatement from the misapplication of U.S. GAAP on the presentation of expenses, recorded by our consolidated affiliate, comprising impairment charges to damaged inventories and long-lived assets caused by extreme weather conditions. As a result, an audit adjustment was required, the nature of which was to reclassify non-operating expenses to operating costs. This was the only impact on the financial statements. The amount of the audit adjustment to non-operating costs was RMB28.2 million. Management recorded the audit adjustment, which did not result in any change to net income reported by us.

In evaluating this audit adjustment, we concluded that controls designed to ensure that significant transactions were appropriately accounted for did not operate effectively. These controls require that personnel who are sufficiently qualified and trained review and test the application of U.S. GAAP to financial information originally prepared in non-U.S. GAAP. This was in part because we had significant turnover of senior management and personnel in the finance related functions during the second half of 2009, including our chief executive officer and chief financial officer. Also, due to insufficient handover procedures, documentation of these non-routine transactions was not readily available. Finally, despite our remediation efforts, including the use of external accounting professionals, to address the fiscal year 2008 application of U.S. GAAP related material weakness disclosed in our Form 20-F filed on December 29, 2009, sufficient time did not exist to complete our remediation plan.

Because of this material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the COSO.

2

Our independent registered public accounting firm has issued an attestation report, which has concluded that our internal control over financial reporting was not effective as of December 31, 2009.

Remediation Initiatives

As disclosed in our Form 20-F for the year ended December 31, 2008, our remediation efforts started in September 2009 when we assembled a new and experienced executive team with the relevant skills to improve the overall management of our business. However, as the process to design, implement and test internal controls over financial reporting is a time consuming and complex process, our remediation efforts have continued past the 2009 year end, including:

(i)	We have and will continue to review and make necessary changes to the overall design of our internal control environment, as well as policies and procedures to improve the overall effectiveness of internal control over financial reporting. In particular in 2010, we are implementing a series of review and monitoring controls over the financial statement closing process which will ensure complete and accurate reporting of transactions, including ones involving unusual or non-recurring events, in compliance with U.S. GAAP.
(ii)	In 2010, we have also appointed external consultants with relevant expertise and experience in U.S. GAAP and internal control over financial reporting to assist our management in addressing the material weaknesses noted in our internal control evaluations for both 2008 and 2009. These external consultants will review on a top down basis the application of U.S. GAAP. For the 2009 financial statements, the review was completed based on a management determined bottom-up scoping of the reviewer’s areas to focus on. In the event management’s scoping proved deficient as the reviewers did not, at management’s direction, consider the classification of one-off expenses.
(iii)	Our audit committee is monitoring the remediation plan on an ongoing basis and providing the necessary oversight to ensure that we are effectively addressing our material weakness.

If our material weakness is not remediated, there is a reasonable possibility that a material misstatement of our financial statements in future financial periods will not be prevented or detected on a timely basis.

Our management team performed analysis and procedures to ensure that the consolidated financial statements included in this annual report were prepared in conformity with the U.S. GAAP, including correcting the misstatement identified by our independent registered public accounting firm. Accordingly, our management believes that the consolidated financial statements included in this annual report fairly present in all material respects our consolidated financial position, consolidated results of our operations and our cash flows for the years presented.

ITEM 19. EXHIBITS

Exhibit Number		Description of Document
	1.1	Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	2.1	Registrant’s Specimen American Depositary Receipt (incorporated by reference to Exhibit A to Exhibit 4.3 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	2.2	Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	2.3	Form of Deposit Agreement among the Registrant, the owners and holders of American Depositary Shares and The Bank of New York (incorporated by reference to Exhibit 4.3 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)

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Exhibit Number		Description of Document
	4.1	English Translation of Exclusive Technology Development, Technology Support and Technology Services Agreement, dated as of June 8, 2007, between Aero-Biotech Science & Technology Co., Ltd. and Primalights III Agriculture Development Co. Ltd. (incorporated by reference to Exhibit 4.4 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.2	English Translation of Exclusive Consultancy Service Agreement, dated as of June 8, 2007, between Aero-Biotech Science & Technology Co., Ltd. and Primalights III Agriculture Development Co., Ltd. (incorporated by reference to Exhibit 4.5 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.3	English Translation of Proprietary Technology License Agreement, dated as of June 8, 2007, between Aero-Biotech Science & Technology Co., Ltd. and Primalights III Agriculture Development Co., Ltd. (incorporated by reference to Exhibit 4.6 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.4	English Translation of Powers of Attorney, dated as of June 8, 2007, from each of Juan Li, Zhixin Xue and Mingshe Zhang (incorporated by reference to Exhibit 4.7 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.5	English Translation of Equity Pledge Agreement, dated as of June 8, 2007, among Aero-Biotech Science & Technology Co., Ltd., Primalights III Agriculture Development Co., Ltd., Juan Li, Zhaohua Qian, Zhixin Xue, and Mingshe Zhang (incorporated by reference to Exhibit 4.8 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.6	English Translation of Exclusive Call Option Agreement, dated as of June 8, 2007, among Aero-Biotech Science & Technology Co., Ltd., Primalights III Agriculture Development Co., Ltd., Juan Li, Zhaohua Qian, Zhixin Xue, and Mingshe Zhang (incorporated by reference to Exhibit 4.9 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.7	English Translation of Agreement on Equity Interest of Primalights III Agriculture Development Co., Ltd., dated as of June 8, 2007, among China Victory International Holdings Limited, Primalights III Agriculture Development Co., Ltd., Taiyuan Relord Enterprise Development Group Co., Ltd., Shanxi Chuanglong Technology Investment Co., Ltd., Mingshe Zhang, Lv Yan, Jinbin Liu, Zhaohua Qian, Zhixin Xue and Juan Li (incorporated by reference to Exhibit 4.10 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.8	English Translation of Letter of Undertaking, dated as of July 13, 2007, from Juan Li, Zhaohua Qian, Zhixin Xue and Mingshe Zhang (incorporated by reference to Exhibit 4.11 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.9	English Translation of Spouse Statement, dated as of July 13, 2007, from Guanglin Lai, Wei Xue, Liqun Sun and Jiangping Meng (incorporated by reference to Exhibit 4.12 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.10	Share Purchase Agreement, dated as of June 22, 2007, among TPG Growth AC Ltd., TPG Biotech II, Ltd., the Registrant, China Victory International Holdings Limited, Aero-Biotech Science & Technology Co., Ltd. and Primalights III Agriculture Development Co., Ltd. (incorporated by reference to Exhibit 4.13 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.11	Shareholders Agreement, dated as of June 22, 2007, among TPG Growth AC Ltd., TPG Biotech II, Ltd., Brothers Capital Limited and the Registrant (incorporated by reference to Exhibit 4.14 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)

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Exhibit Number			Description of Document
	4.12		Registration Rights Agreement, dated as of June 22, 2007, among TPG Growth AC Ltd., TPG Biotech II, Ltd. and the Registrant (incorporated by reference to Exhibit 4.15 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.13		Undertaking Letter, dated as of June 22, 2007, among TPG Growth AC Ltd., TPG Biotech II, Ltd., Brothers Capital Limited and the Registrant (incorporated by reference to Exhibit 4.16 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.14		Deed of Adherence, dated as of August 30, 2007, among Dubai Investment Group L.L.C., the Registrant, TPG Growth AC Ltd. and TPG Biotech II, Ltd. (incorporated by reference to Exhibit 4.17 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.15		Lease of Land, dated as of October 25, 2006, between Taiyuan Relord Enterprise Development Group Co., Ltd. and Primalights III Agriculture Development Co., Ltd. (incorporated by reference to Exhibit 4.18 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	4.16		Deed of Agreement, dated as of May 31, 2008, among Brothers Capital Limited, Guanglin Lai, Zhaohua Qian and the Registrant (incorporated by reference to Exhibit 99.2 from our form 6-K (File No. 001-33766) filed with the Commission on June 2, 2008)
	4.17		Acknowledgement and Waiver Agreement, dated as of May 27, 2008, among Brothers Capital Limited, Zhixin Xue, Guanglin Lai and Zhaohua Qian (incorporated by reference to Exhibit 99.3 from our form 6-K (File No. 001-33766) filed with the Commission on June 2, 2008)
	4.18		Employment Agreement, dated as of May 31, 2008, between Primalights III Agriculture Development Co., Ltd. and Zhixin Xue (incorporated by reference to Exhibit 99.4 from our form 6-K (File No. 001-33766) filed with the Commission on June 2, 2008)
	4.19		Deed of Agreement, dated as of May 31, 2008, among Zhixin Xue, Mingshe Zhang, Yan Lv and the Registrant (incorporated by reference to Exhibit 99.5 from our form 6-K (File No. 001-33766) filed with the Commission on June 2, 2008)
	4.20		Subscription Agreement, dated as of October 16, 2009, between PGG Wrightson Limited and Agria Corporation (incorporated by reference to Exhibit 4.20 of our annual report on Form 20-F filed with the Commission on December 29, 2009)
	4.21		Subscription Agreement for Convertible Redeemable Notes, dated as of November 18, 2009, between PGG Wrightson Limited and Agria Corporation (incorporated by reference to Exhibit 4.21 of our annual report on Form 20-F filed with the Commission on December 29, 2009)
	4.22	*	English Translation of Exclusive Technology Development, Technology Support and Technology Services Agreement, dated as of November 7, 2008, between Agria Brother Biotech (Shenzhen) Co., Ltd. and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.23	*	English Translation of Loan Contract, dated as of October 6, 2008, between Agria Brother Biotech (Shenzhen) Co., Ltd. and Juan Li
	4.24	*	English Translation of Equity Pledge Agreement, dated as of November 7, 2008, among Agria Brother Biotech (Shenzhen) Co., Ltd., Juan Li and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.25	*	English Translation of Exclusive Call Option Agreement, dated as of November 7, 2008, among Agria Brother Biotech (Shenzhen) Co., Ltd., Juan Li and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.26	*	English Translation of Letter of Undertaking, dated as of November 7, 2008, from Juan Li
	4.27	*	English Translation of Power of Attorney, dated as of November 7, 2008, from Juan Li
	4.28	*	English Translation of Statement of Spouse, dated as of November 7, 2008, from Guanglin Lai

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Exhibit Number			Description of Document
	4.29	*	English Translation of Loan Contract, dated as of July 22, 2009, between Agria Brother Biotech (Shenzhen) Co., Ltd. and Juan Li
	4.30	*	English Translation of Supplemental Agreement to Exclusive Call Option Contract, dated July 22, 2009, among Agria Brother Biotech (Shenzhen) Co., Ltd., Juan Li and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.31	*	English Translation of Loan Contract, dated as August 4, 2009, between Agria Brother Biotech (Shenzhen) Co., Ltd. and Juan Li
	4.32	*	English Translation of Equity Pledge Agreement, dated as of August 4, 2009, among Agria Brother Biotech (Shenzhen) Co., Ltd., Juan Li and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.33	*	English Translation of Exclusive Call Option Agreement, dated as of August 4, 2009, among Agria Brother Biotech (Shenzhen) Co., Ltd., Juan Li and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.34	*	English Translation of Letter of Undertaking, dated as of August 4, 2009, from Juan Li
	4.35	*	English Translation of Power of Attorney, dated as of August 4, 2009, from Juan Li
	4.36	*	English Translation of Statement of Spouse, dated as of August 4, 2009, from Guanglin Lai
	4.37	*	English Translation of Loan Contract, dated as August 4, 2009, between Agria Brother Biotech (Shenzhen) Co., Ltd. and Yachao Cui
	4.38	*	English Translation of Equity Pledge Agreement, dated as of August 4, 2009, among Agria Brother Biotech (Shenzhen) Co., Ltd., Yachao Cui and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.39	*	English Translation of Exclusive Call Option Agreement, dated as of August 4, 2009, among Agria Brother Biotech (Shenzhen) Co., Ltd., Yachao Cui and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.40	*	English Translation of Letter of Undertaking, dated as of August 4, 2009, from Yachao Cui
	4.41	*	English Translation of Power of Attorney, dated as of August 4, 2009, from Yachao Cui
	4.42	*	English Translation of Statement of Spouse, dated as of August 4, 2009, from Aiying Zhang
	4.43	*	English Translation of Equity Transfer Agreement, dated August 12, 2009, among Agria Brother Biotech (Shenzhen) Co., Ltd., Juan Li and Yachao Cui
	4.44	*	English Translation of Supplemental Agreement to Loan Contract, dated November 3, 2009, among Agria Brother Biotech (Shenzhen) Co., Ltd., Yachao Cui and Jie Zhen Chen
	4.45	*	English Translation of Loan Contract, dated as November 3, 2009, between Agria Brother Biotech (Shenzhen) Co., Ltd. and Jie Zhen Chen
	4.46	*	English Translation of Equity Pledge Agreement, dated as of November 3, 2009, among Agria Brother Biotech (Shenzhen) Co., Ltd., Jie Zhen Chen and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.47	*	English Translation of Exclusive Call Option Agreement, dated as of November 3, 2009, among Agria Brother Biotech (Shenzhen) Co., Ltd., Jie Zhen Chen and Shenzhen Guanli Agricultural Technology Co., Ltd.
	4.48	*	English Translation of Letter of Undertaking, dated as of November 3, 2009, from Jie Zhen Chen
	4.49	*	English Translation of Power of Attorney, dated as of November 3, 2009, from Jie Zhen Chen
	4.50	*	English Translation of Equity Transfer Agreement, dated November 5, 2009, between Yachao Cui and Jie Zhen Chen
	4.51	*	English Translation of Equity Pledge Agreement, dated as of June 30, 2008, among Aero Biotech Science & Technology Co., Ltd., Hua Huang and Taiyuan Primalights III Agriculture Development Co., Ltd.

6

Exhibit Number			Description of Document
	4.52	*	English Translation of Exclusive Call Option Agreement, dated as of June 30, 2008, among Aero Biotech Science & Technology Co., Ltd., Hua Huang and Taiyuan Primalights III Agriculture Development Co., Ltd.
	4.53	*	English Translation of Letter of Undertaking, dated as of June 30, 2008, from Hua Huang
	4.54	*	English Translation of Power of Attorney, dated as of June 30, 2008, from Hua Huang
	8.1	*	Subsidiaries of the Registrant
	11.1		Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 from our F-1 registration statement (File No. 333-146785), as amended, initially filed with the Commission on October 18, 2007)
	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 Commerce & Finance Law Offices
	15.2	*	Consent of Maples and Calder
	15.3	*	Consent of DLA Piper UK LLP
	15.4	*	Consent of Ernst & Young Hua Ming
	15.5	*	Consent of KPMG
	99.1	**	Audited Consolidated Financial Statements of PGG Wrightson Limited as of and for the fiscal year ended June 30, 2010

*	Previously filed with the Original Report
**	Filed with the Amendment No. 1 to Annual Report on Form 20-F filed with the Securities and Exchange Commission on December 30, 2010
***	Filed with this Amendment No. 2 to Annual Report on Form 20-F

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SIGNATURES

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

AGRIA CORPORATION
By:	/s/ Xie Tao
	Name:	Xie Tao
	Title:	Chief Executive Officer

Date: May 9, 2011