Acquisition

For immediate release 11 October 2010

ASIAN CITRUS HOLDINGS LIMITED

(Stock Code: HKSE: 00073; AIM: ACHL)

Acquisition of Beihai BPG Food & Beverage

Asian Citrus, the largest orange plantation owner and the single largest orange producer in China, announces that further to the Memorandum Of Understanding announced on 7 September 2010, it has now entered into an agreement to acquire the entire equity interest in Top Honest Holdings Limited ("Top Honest") and Fame Zone Limited ("Fame Zone"). Top Honest and Fame Zone, through their wholly owned subsidiaries, respectively hold 92.28% and 0.66% equity interest in Beihai Perfuming Garden Juice Company Limited ("Beihai BPG"), for an aggregate consideration of approximately HK$2,040 million.

The Consideration for the Acquisition is approximately HK$2,040 million (GBP165 million**) which shall be satisfied (i) as to HK$780,000,000 (GBP63,000,000**) of Cash Consideration by way of execution of Deeds of Payment Undertaking by the Company in favour of Sunshine Hero and the Bondholders; and (ii) the balance of approximately HK$1,260 million (GBP102 million**) by the allotment and issue of the Consideration Shares at an issue price of HK$7.68 (62.16 pence**) per Share to the Vendors.

Beihai BPGis headquartered in the Guangxi Zhuang Autonomous Region and is a leading producer and seller of tropical fruit juice concentrates, fruit purees and quick-frozen fruits in the PRC with an annual production capacity of over 60,000 tonnes. Beihai BPG's production sites are located in Beihai and Hepu in Guangxi Province with a combined site area of approximately 109,000 square metres. Beihai BPG processes over ten different types of tropical fruits, includingpineapples, passion fruit, lychees, mangoes and papayas. Beihai BPG currently generates most of its sales from the PRC market, with key customers being beverage mixers supplying major beverage groups.

The Group is one of the largest orange producers in the PRC with a national market share of approximately 2% to 3% in 2009, according to a research by Guangxi Citrus Research Institute. Leveraged on this scale of orange production, the Group is posed to expand the scope of its operations by acquiring this business of fruit juice concentrate production, as well as to diversify the Group's source of income.

The Company considers that the vertical integration into downstream fruit juice concentrate production will create synergies to the Group after Completion, including among other considerations, cost reduction, stability and flexibility in supply and sharing of market information which should give the Group an advantageover its competitors.

Beihai BPG has established long-term relationships with a number of major customers, including large international food and beverage companies. Its active business relationships with its top ten customers are over five years. The Company considers that the extensive client base of the Target Group will become a valuable asset of the Group after Completion and add to the Group existing client base.

The increasing consumption per capita in the PRC in conjunction with the rising health consciousness among PRC consumers has created a booming, though largely unexploited fruit juice market in the PRC. Leveraging on Beihai BPG's leading position in fruit juice production, the Company considers that Beihai BPG will continue to enjoy robust performance and contribute to the Group's profit, given Beihai BPG's well-established operations and profitable track record in combination with the positive outlook of the fruit juice market in the PRC and the proliferation of fruit juice consumption among PRC consumers who are becoming increasingly health-conscious.

According to a report issued by the China Beverage Industry Association in 2010, Beihai BPG was the largest supplier of tropical fruit juice concentrates in the PRC from 2007 to 2009 in terms of production volume and had a production volume three times larger than its next closest localcompetitor. Beihai BPG was also the largest producer of pineapple juice concentrate and lychee juice concentrate from 2007 to 2009, each having a production volume several times larger than its next closest localcompetitor for the respective products.

The Consideration for the Acquisition is approximately HK$2,040 million (GBP165 million**) which shall be satisfied as to:

(i) HK$780,000,000 (GBP63 million**) of Cash Consideration by the way of execution of Deeds of Payment Undertaking to Sunshine Hero and the Bondholders; and

(ii) the balance of approximately HK$1,260,000,000 (GBP102 million**) by the allotment and issue of the 164,153,646 Consideration Shares to the Vendors and the Bondholders.

The Deeds of Payment Undertaking shall be issued to Sunshine Hero and the Bondholders, and the Consideration Shares shall be allotted and issued, credited as fully paid, to the Vendors and the Bondholders on the Completion Date.

The amount of Cash Consideration payable and the number of Consideration Shares to be allotted and issue to each of the Vendors and the Bondholders are as follows:

The Bondholders have undertaken that in the event that there is Early Repayment under the Agreement, they will not, without prior written consent of the Purchaser, at any time from the date of issue of the Consideration Shares up to and including the date falling six months after such date dispose of their respective Consideration Shares.

Sunshine Hero has undertaken that it will not without prior written consent of the Purchaser, at any time from the date of issue of the Consideration Shares up to and including the date falling two years after such date dispose of its Consideration Shares.

The Consideration was determined after arm's length negotiation between the Purchaser and the Vendor with reference to (i) the performance of Beihai BPG and its subsidiaries (collectively known as the "Beihai Group"); (ii) the net assets of the Beihai Group as at 30 June 2010 (iii) the growth potential of the business of the Beihai Group; and (iv) the possible future earnings contribution from the Beihai Group.

The issue price of HK7.68 (62.16 pence**) per Consideration Share represents:

(i) a discount of approximately 9.65% to the closing price of HK$8.50 per Share as quoted on the Stock Exchange on 11 October 2010, being the date of the Agreement;

(ii) a discount of approximately 3.52% to the average of the closing prices of the Shares as quoted on the Stock Exchange over the last 5 consecutive trading days up to and including 11 October 2010 of HK$7.96 per Share;

(iii) a discount of approximately 0.52% to the average of the closing prices of the Shares as quoted on the Stock Exchange over the last 10 consecutive trading days up to and including 11 October 2010 of HK$7.72 per Share;

(iv) a premium of approximately 3.78% over the average of the closing prices of the Shares as quoted on the Stock Exchange over the last 20 consecutive trading days up to and including 11 October 2010 of HK$7.40 per Share; and

(v) a premium of approximately 64.10% over the Company's unaudited net asset value per Share of RMB4.02 (equivalent to approximately HK$4.68) as at 31 December 2009.

In the event that (i) there is Early Repayment under the Agreement; and (ii) the Actual Profits and the Actual Expenses have yet to be determined on such date of Early Repayment under the Agreement, each of Sunshine Hero and the Bondholders shall, within five Business Days of the date of the Early Repayment under the Agreement, deposit their respective Consideration Shares or, in case the Consideration Shares have been disposed of, "the equivalent amount of cash, with the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement.

The Consideration Shares, when issued, will rank pari passu with all other Shares currently in issue. The Consideration Shares will be issued under a specific mandate.

The Consideration Shares represent approximately (i) 19.06% of the existing issued share capital of the Company; and (ii) 16.01% of the share capital of the Company as enlarged by the issue of the Consideration Shares. An application will be made by the Company to the Listing Committee for the listing of and permission to deal in the Consideration Shares. Application will also be made for the Consideration Shares to be admitted to trading on AIM.

Principal terms of the Deeds of Payment Undertaking

The following table sets out the shareholding structures of the Company (i) as at the date of this announcement; and (ii) immediately after the allotment and issue of the Consideration Shares, assuming that there would be no change in the issued share capital of the Company between the period from the date of this announcement to the date of issuance of the Consideration Shares: 

Notes:

(1) Market Ahead Investments Limited is a company incorporated in the BVI, the issued share capital of which is beneficially owned as to 76% by Mr. Tong Wang Chow, the Chairman and an executive Director, 6% by Mr. Tong Hung Wai, Tommy, an executive Director, 6% by Mrs. Tong Lee Fung Kiu, 6% by Ms. Tong Mei Linand 6% by Mr. Lee Kun Chung.

(2) The entire issued share capital of Huge Market Investments Limited is held by Chaoda Modern Agriculture (Holdings) Limited.

** HK$1.00 : 12.355 pence

For further information please contact:

Weber Shandwick Financial Tel: 020 7067 0700

Nick Oborne, Stephanie Badjonat, John Moriarty

J.P. Morgan Cazenove Tel: 020 7742 4000

James Mitford, Gina Gibson