China Green Agriculture, Inc. (Form: 8-K, Received: 07/07/2010 13:13:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2010

CHINA GREEN AGRICULTURE, INC.

(Exact name of Registrant as specified in charter)

Nevada		000-18606		36-3526027
(State or other jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

3 rd Floor, Borough A, Block A.

No.181 South Taibai Road

Xi’an, Shaanxi Province

People’s Republic of China 710065

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (011)-86-29-88266368

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

¨ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 1, 2010, China Green Agriculture, Inc., a Nevada corporation (the “Company”), through its wholly-owned subsidiary Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., a company organized under the laws of the People’s Republic of China (“TechTeam”), entered into (i) a Share Transfer Agreement (the “Share Transfer Agreement”) with Mr. Qing Xin Jiang and Ms. Qiong Jia (collectively, the “ Gufeng Shareholders” ) and (ii) a Supplementary Agreement (the “ Supplementary Agreement” ) with the Gufeng Sharehol ders, pursuant to which TechTeam agreed to purchase all the equity interests of Beijing Gufeng Chemical Products Co., Ltd., a company organized under the laws of the People’s Republic of China (“ Gufeng” ), and its wholly-owned subsidiary, Beijing Tianjuyuan Fertilizer Co., Ltd., a company organized under the laws of the People’s Republic of China (“ Tianjuyuan” ). On July 2, 2010 (the “ Closing Date” ), the acquisition was consummated and Gufeng and Tianjuyuan became wholly-owned subsidiaries of TechTeam and in direct subsidiaries of the Company.

Gufeng was founded in 1993, and its wholly-owned subsidiary Tianjuyuan was founded in 2001. Both companies are Beijing-based producers of compound fertilizer, blended fertilizer, organic compound fertilizer and mixed, organic-inorganic compound fertilizer that sell their products throughout China and abroad. Gufeng operates a facility with an annual production capacity of 300,000 metric tons of compound fertilizer, which has a current utilization rate of approximately 60%. Currently, Gufeng and Tianjuyuan have a total of approximately 453 employees.

Pursuant to the terms of the Share Transfer Agreement and the Supplementary Agreement, TechTeam acquired all the equity interests in Gufeng for a purchase price of RMB 60 million (approximately $8.8 million) in cash and the issuance of an aggregate of 2,275,931 shares (the “ Shares” ) of common stock, par value $0.001 per share, of the Company (“ Common Stock” ) to the Gufeng Shareholders or their designees. TechTeam is oblig a ted to pay the cash portion of the purchase price three business days following the Closing Date. F ollowing the Closing Date, TechTeam has the right to appoint two directors to Gufeng’s board of directors, which shall be composed of three members. The Gufeng Shareholders have the right to appoint the other director. Additionally, TechTeam has the right to appoint the chief financial officer of Gufeng and Tianjuyuan.

The Supplementary Agreement sets forth the terms and conditions of the issuance of the S hares. Upon signing of the Supplementary Agreement, the Shares were placed in escrow to be held by the Company and TechTeam jointly until the satisfaction of the following conditions:

(1) On the Closing Date, 1,365,558 of the Shares were released from escrow to the Gufeng Shareholders as a result of the successful completion of the share transfer registration with the local Administration Bureau for Industry and Commerce in the People ’ s Republic of China making TechTeam the sole registered shareholder o f Gufeng.

(2) If Gufeng achieves at least RMB 600 million (approximately $88.4 million) in net sales revenue for its fiscal year ending June 30, 2011 (the “ Sales Target” ), 341,390 of the Shares will be released from escrow to the Gufeng Shareholders. H owever, a reduced number of the Shares may be released from escrow even if Gufeng fails to achieve the Sales Target. If Gufeng achieves at least 80% of the Sales Target, then 227,593 of the Shares will be released from escrow to the Gufeng Shareholder, an d if Gufeng achieves at least 60% of the Sales Target, then 113,797 of the Shares will be released from escrow to the Gufeng Shareholders.

(3) If Gufeng achieves at least RMB 72 million (approximately $10.6 million) in net profit after tax for its fisca l year ending June 30, 2011 (the “ Profit Target” ), 341,390 of the Shares will be released from escrow to the Gufeng Shareholders. However, a reduced number of the Shares may be released from escrow even if Gufeng fails to achieve the Profit Target. If Gu f eng achieves at least 80% of the Profit Target, then 227,593 of the Shares will be released from escrow to the Gufeng Shareholders, and if Gufeng achieves at least 60% of the Profit Target, then 113,797 of the Shares will be released from escrow to the Gu f eng Shareholders.

(4) If Gufeng obtains a land use right with respect to certain real property located in China, along with ownership of the buildings thereon, then 227,593 of the Shares will be released from escrow to the Gufeng Shareholders.

Any Sh ares that are not released from escrow to the Gufeng Shareholders for failure to achieve the conditions described above will be forfeited and returned to the Company for cancellation. While the Shares are held in escrow, the Gufeng Shareholders will reta i n all voting rights with respect to the Shares.

Additionally, terms of the Supplementary Agreement provide that TechTeam will contribute RMB 100 million (approximately $ 14.7 million) to Gufeng following the Closing Date for working capital.

Simultaneously with the execution of the Share Transfer Agreement and the Supplementary Agreement, Gufeng entered into an employment agreement with Mr. Qing Xin Jiang pursuant to which Mr. Jiang shall serve as the chief executive officer of Gufeng for a term of five years. Also on July 1, 2010, Gufeng entered into non-competition agreements with each of the Gufeng Shareholders, pursuant to which, among other things, the Gufeng Shareholders agreed not to engage or participate in any business or operation that directly or indirectly competes with Gufeng’s business without Gufeng’s prior written consent. For a period of five years from the termination of their employment with Gufeng, the Gufeng Shareholders shall not form or operate any enterprise that could have a competitive relationship with Gufeng.

The Gufeng Shareholders have no relationship to the Company other than in connection with this transaction.

The foregoing descriptions of the Share Transfer Agreement and Supplementary Agreement do not purport to be complete and are qualified in their entirety by reference to the Share Transfer Agreement and Supplementary Agreement which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 2, 2010, the Company completed the acquisition of Gufeng. The information required by Item 2.01 is hereby incorporated by reference from Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities.

As described above, on July 1, 2010 the Company issued an aggregate of 2,275,931 shares of Common Stock as partial consideration for the acquisition of Gufeng. This transaction was exempt from registration under the Securities Act of 1933, as amended (the “ Sec urities Act” ), pursuant to Section 4(2) of the Securities Act on the basis that the issuance did not involve a public offering .

Item 8.01 Other Events.

On July 6, 2010, the Company issued a press release announcing its acquisition of Gufeng. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein and in the accompanying exhibits is being furnished pursuant to “Item 8.01. Other Events.” The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibits hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required pursuant to Item 9.01(a) of Form 8-K are not being filed herewith. Such financial statements will be filed by amendment not later than 71 calendar days after the date the Current Report on Form 8-K reporting the closing of the acquisition is required to be filed, or September 18, 2010, pursuant to Item 9.01(a)(4) of Form 8-K.

(b) Pro Forma Financial Information.

The pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K is not being filed herewith. Such pro forma financial information will be filed by amendment not later than 71 calendar days after the Current Report on Form 8-K reporting the closing of the acquisition is required to be filed, or September 18, 2010, pursuant to Item 9.01(b)(2) of Form 8-K.

(d) Exhibits.

The following is filed as exhibits to this report:

Exhibit No.		Description

10.1		Share Transfer Agreement, dated July 1, 2010 , among Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., Qing Xin Jiang and Qiong Jia.

10.2		Supplementary Agreement, dated July 1, 2010 , among Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., Qing Xin Jiang and Qiong Jia.

99.1		Press Release of C hina Green Agriculture, Inc. dated July 6, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 6, 2010	CHINA GREEN AGRICULTURE, INC. (Registrant)

	By:	/s/ Tao Li
		Tao Li
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

10.1		Share Transfer Agreement, dated July 1, 2010 , among Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., Qing Xin Jiang and Qiong Jia.

10.2		Supplementary Agreement, dated July 1, 2010 , among Shaanxi TechTeam Jin ong Humic Acid Product Co., Ltd., Qing Xin Jiang and Qiong Jia.

99.1		Press Release of China Green Agriculture, Inc. dated July 6, 2010.

Exhibit 10.1

SHARE TRANSFER CONTRACT

BEIJING GUFENG CHEMICAL PRODUCTS CO., LTD.

BY AND AMONG

QING XIN JIANG

QIONG JIA

AND

SHAANXI TECHTEAM JINONG HUMIC ACID

PRODUCT CO., LTD.

INDEX


CHAPATER I	DEFINITION AND INTERPRETATION	4

Article 1	Definition	4

CHAPATER II	TRANSFERRED SHARES	5

Article 2	Share Transfer	5

Article 3	Transfer Price	5

Article 4	Pre-requisite Conditions for the Payment of the Transfer Price and Closing	6

Article 5	Payment	6

Article 6	Tax Payable	7

CHAPATER III REPRESENTATIONS AND WARRANTIES OF ALL PARTIES		7

CHAPATER IV DISCLOSURES, REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS		8

Article 8	Disclosures, Representations and Warranties OF the Transferors	8

Article 9	General Representations and Warranties OF Transferors	9

Article 10	Ownership	9

Article 11	Special Representations and Warranties OF the Transferors	10

CHAPATER V	DISCLOSURES, REPRESENTATIONS AND WARRANTIES OF TRANSFEREE	13

Article 12	Disclosures, Representations and Warranties of the Transferee	13

CHAPATER VI	EMPLOYEES	14

Article 13	Employees	14

CHAPATER VII CONFIDENTIALITY		14

Article 14	Confidentiality	14

CHAPATER VIII BREACH OF CONTRACT		15

Article 15	Liabilities for Violation of Representations or Warranties	15

Article 16	Liabilities for Breach of Contract	16

CHAPATER IX	FORCE MAJEURE	17

Article 17	Force Majeure	16

CHAPATER X	RESOLUTION DISPUTES	17

Article 18	Arbitration	17

Article 19	Validity of Arbitral Award	17

Article 20	Continuation of Rights and Obligations	17

CHAPATER XI	APPLICABLE LAW	17

Article 21	Applicable Law	17

C HAPATER XII MISCELLANEOUS		17

Article 22	Non-Waiver	17

Article 23	Transfer	18

Article 24	Amendment	18

Article 25	Severability	18

Article 26	Language	18

Article 27	Effectiveness of Text and Appendixes	18

Article 28	Notification	19

Article 29	Entire Agreement	19

APPENDIX I PRE-REQUISITE CONDITIONS		21

APPENDIXES II EXISTING DEBTS OF AND GUARANTEES OF GUFENG CHEMICAL AND TIANJUYUAN		22

Share Transfer Contract

This Share Transfer Contract (hereinafter referred to as the “ Contract ”) was made as of 1 July 2010 by and among the following Parties in Beijing:

(1) Party A: Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (hereinafter referred to as “ Transferee ”) ， a company incorporated under PRC law, with its legal address registered at 3/F, A Block, Industry Office Tower, A District, No.181 Taibainan Road, Xi’an City, Shaanxi province, PRC and its legal representative is Li Tao;

(2)	Party B: Qing Xin Jiang
	ID Number ： 110226196911182616

(3)	Party C: Qiong Jia
	ID Number ： 110226196703240324

Party B and Party C are hereinafter collectively referred to as “ Transferors ”, and Transferors and Transferee are hereinafter collectively as “ Parties ” and individually referred to as a “ Party ”.

WHEREAS,

(1)	Party B holds 80% equity interests of Beijing Gufeng Chemical Products Co., Ltd. (hereinafter referred to as “ Gufeng Chemical ”), and Party C holds 20% equity interests of Gufeng Chemical. Party B and Party C can exercise all of their full rights as the shareholders of Gufeng Chemical;

(2)	Gufeng Chemical holds 100% equity interests of Beijing Tianjuyuan Fertilizer Co., Ltd. (hereinafter referred to as “ Tianjuyuan ”), and can exercise all of its full rights as the sole shareholder of Tianjuyuan;

(3)	Both Party B and Party C agree to transfer all (100%) equity interests they collectively hold of Gufeng Chemical to the Transferee in accordance with terms and conditions as stipulated hereunder (hereinafter referred to as “ Transferred Shares ”) ;

(4)	The Transferee agrees to accept the transfer of all (100%) equity interests held by Transferors of Gufeng Chemical in accordance with the terms and conditions as stipulated hereunder.

Now, THEREFORE, in principle of equality and mutual benefits, through friendly negotiation, Parties hereto agree to reach, in accordance with Company Law of People’s Republic of China , Provisional Rules for Domestic Investment by Foreign-Invested Enterprise and other applicable PRC laws and regulations, the following agreement.

Chapater I Definition and Interpretation

Article 1

Definition

Unless otherwise prescribed and stipulated, the following terms defined in this Contract shall have the meanings set forth as follows:

“ Gufeng Chemical ” refers to Beijing Gufeng Chemical Products Co., Ltd., a limited liability company incorporated under PRC law, registered at South of Dongsiqu Bridge, Pinggu Town, Pinggu District, Beijing, with registered capital (paid-in capital) amounted to RMB 30,000,000, under registration number 110000008250498.

“ Tianjuyuan ” refers to Beijing Tianjuyuan Fertilizer Co., Ltd., a limited liability company incorporated under PRC law, registered at South of Nanzhangdai Village, Donggaocun Town, Pinggu District, Beijing, with registered capital (paid-in capital) amounted to RMB 1,000,000, under registration number 1102262315714.

“ PRC ” means, for purpose of the Contract, People’s Republic of China, excluding Hong Kong, Taiwan and Macau.

“ Claim ” means claims, actions, demands, proceedings judgments liabilities, damages amounts, costs and expenses (including legal costs and disbursements) whatsoever and howsoever arising.

“ Signing Date ” means the date on which this Share Transfer Contract is signed.

“Encumbrance” means any mortgage, assignment, lien, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive right, and any other restriction and conditions whatsoever including:

(i) any interest or right granted or reserved in or over or affecting the Transferred Shares for Transfer; or

(ii) the interest or right created or otherwise arising in or over the Transferred Shares for Transfer under a fiduciary transfer, charge, lien, pledge, power of attorney or other form of encumbrance; or

(iii) any security over the Transferred Shares for Transfer for the payment of a debt or any other monetary obligation or the performance of any other obligation.

“ Material Adverse Change ” means (1) Any investigation (would likely cause Gufeng Chemical and Tianjuyuan subject to an administrative penalty) or penalty on Gufeng Chemical and Tianjuyuan by governmental authorities; (2) Any law suit, arbitration or any other judicial proceedings involving Gufeng Chemical and Tianjuyuan; (3) Any change would cause or reasonably may cause material adverse effect on the finance, business, assets, liabilities, results of operation, or prospects of Gufeng Chemical and Tianjuyuan .

“ RMB ” means the lawful currency of China.

“ Third Party ” means any natural person, legal person, other organization or entity, other than Parties hereto.

“ Business Day ” means any day on which all banks in Beijing are open for business.

Chapater II Transferred Shares

Article 2

Share Transfer

Pursuant to the terms stipulated in this Contract, the Transferors hereby agree to transfer to Transferee and Transferee agrees to accept from Transferors the Transferred Shares being one hundred percent (100%) of the equity interests of Gufeng Chemical with all the rights and obligations of and attaching to the Transferred Shares for transfer including, but not limited to, general rights thereof, all the rights to receive dividends and to receive or subscribe for shares (if any) declared, paid or issued by Gufeng Chemical (if any), and free of any Claim or Encumbrances.

Article 3

Transfer Price

3.1	Transferors and Transferee after consultations have finally determined that the Transfer Price for the transfer of the Transferred Shares shall be RMB 60,000,000 (hereinafter referred to as “Transfer Price ”);

3.2	Terms of Payment

3.2.1 The Transferee shall pay RMB 60,000,000 to the Transferors after the Transferors meet all pre-requisite conditions set forth in Appendix I of this Contract and Gufeng Chemical and Tianjuyuan are free of any material adverse change from Signing Date to Settlement Date (as defined in Article 5.1).

Article 4

Pre-requisite Conditions for the Payment of the Transfer Price and Closing

4.1

Under this Contract, the pre-requisite conditions for the payment of the Transfer Price of RMB 60,000,000 are: (1) The Transferors shall meet all pre-requisite conditions set out in Appendix I attached to the Contract, and (2) Gufeng Chemical and Tianjuyuan are free of any material adverse change from the Signing Date to Settlement Date (as defined in Article 5.1).

4.2 The parties hereby confirm that the fulfillment of obligations that Transferors shall assume pursuant to Appendix I of this Contract shall be subject to the written confirmation by the Transferee. The pre-requisite conditions set forth in Appendix I attached to the Contract shall not be deemed as having been satisfied until the Transferors obtain the written confirmation issued by the Transferee.

4.3 In the event that any of the conditions set forth in Article 4.1 have not been satisfied or implemented, and Transferee has not indicated its waiver of the said conditions or any one of them, in writing, Transferee shall not be obliged to pay the Transfer Price to Transferors.

4.4 The Transferors and the Transferee hereby agree that the closing date shall be the date on which Gufeng Chemical completes the share transfer registration with the local Administration Bureau for Industry and Commerce that the Transferee becomes the sole registered shareholder of Gufeng Chemical ( “Closing Date”) .

Article 5

Payment

5.1 The Transferee shall pay RMB 60,000,000 to the bank accounts designated by the Transferors in three business days after the date when the Transferors meet all the pre-requisite conditions set forth in Appendix I. The settlement date shall be the date when the Transferee pays the Transfer Price of RMB 60,000,000 to the Transferors ( “Settlement Date” ).

The bank accounts information designated by the Transferors is as follows:

Name of Payee : Jia Qiong

Name of Bank : Pinggu Branch, Beijing Branch of Agricultural Bank of China

Account No. : 6228490010007117416

Name of Payee : Jiang Qing Xin

Name of Bank : Pinggu Branch, Beijing Branch of Agricultural Bank of China

Account No. : 6228480010108397018

5.2 The Transferors shall issue to Transferee the evidential document of the payment received within five (5) business days.

5.3 Within three(3) business days from the Closing Date, the Transferors shall hand over all materials to the Transferee or the representative designated by the Transferee, or the Transferors shall require relevant institutions or persons to transfer all materials of Gufeng Chemical and Tianjuyuan includes, but not limited to the official seal, financial seal, contract seal, account information, all accounting voucher, account book (including but not limited to personal seal and signature pre-submitted by Gufeng Chemical and Tianjuyuan to the bank changed to the personal seal and signature of the person designated by the Transferee), all official documents, licenses, permissions and client information relating to the business of Gufeng Chemical and Tianjuyuan, all contracts and agreements signed by Gufeng Chemical and Tianjuyuan, staff information, technical data and other relevant materials, and to take any measures to ensure the Transferee to control all assets and business operation of Gufeng Chemical and Tianjuyuan.

Article 6

Tax Payable

Any taxes or fees arising out of and payable pursuant to the fulfillment of the terms of this Contract by each of Transferors and Transferee shall be payable by the respective Party which is liable for the taxes or fees under the provisions of relevant laws and regulations of China.

Chapater III Representations and Warranties of All Parties

Article 7

Representations and Warranties of All Parties

7.1 Transferors and Transferee confirm that from the Signing Date this Contract shall be a document having legal binding effect on all Parties.

7.2 At the time of signing this Contract, Transferors and Transferee state that the documents and information provided to any other Party or their agencies (including without limitation to the lawyers, appraiser, financial consultants, etc.) prior to the Signing Date shall remain effective and confirm that where there are discrepancies therein with the terms of this Contract, this Contract shall prevail.

7.3 Transferors and Transferee hereby agree that the contracts or documents pertaining to the share transfer entered into between all Parties prior to this Contract shall lapse automatically upon this Contract coming into effect.

7.4 All rights and obligations enjoyed or assumed previously by Transferors over the Transferred Shares shall be entirely transferred to the Transferee after the Closing date.

7.5 All Parties to this Contract agree to strive jointly in coordinating the work pertaining to the transfer of the Transferred Shares, including but not limited to registration and filing of record, etc., and the expenses arising therefrom shall be borne by Gufeng Chemical.

7.6 The board of directors of Gufeng Chemical after the Closing date ( “Board” ) shall be composed of three directors, including one appointed by the Transferors and the other two appointed by the Transferee. The Chief Financial Officer of Gufeng Chemical and Tianjuyuan shall also be appointed by the Transferee.

Chapater IV Disclosures, Representations and Warranties of the Transferors

Article 8

Disclosures, Representations and Warranties of the Transferors

The Transferors hereby jointly represent and warrant to the transferee that:

8.1 All information and facts relating to Gufeng Chemical and Tianjuyuan that are in the possession of the Transferors or are known to any of the Transferors which will have a substantive and adverse effect on the Transferors’ ability to fulfill any of its obligations in this Contract or when disclosed to the Transferee shall have a substantive effect on the willingness of the Transferee to sign and fulfill its obligations under this Contract, have been disclosed to the Transferee and the information provided by Transferors to Transferee does not contain any representation that is untrue or misleading.

8.2 No lawsuits, arbitrations, or other legal or administrative proceedings or governmental investigations are on-going against Transferors that will materially affect its ability to sign this Contract or fulfill its obligations under this Contract.

8.3	Regarding the documents and information provided by Transferors to Transferee and/or Transferee’s agencies (including but not limited to the lawyers, appraiser, financial consultants, etc.) prior to the Signing Date, Transferors hereby jointly undertake that:

8.3.1

all copies made from original documents are true and complete and that such original documents are authentic and complete;

8.3.2

all documents provided to Transferee and/or Transferee’s agencies as originals are authentic and complete;

8.3.3

all signatures appearing on documents provided to Transferee and/or Transferee’s agencies as originals or copies of originals (seal) are genuine;

8.3.4

Transferors have drawn to the attention of Transferee and/or Transferee’s agencies all matters that are material for Transferee to proceed with the transaction as contemplated in this Contract.

8.4 The Transferors agree to sign Non-Competition Agreements with Gufeng Chemical; to ensure that the major management personnel and technical personnel of Gufeng Chemical would sign Non-Competition Agreements with Gufeng Chemical; and the major management personnel and technical personnel of Tianjuyuan would sign Non-Competition Agreements with Tianjuyuan, which shall provide that: without the prior consent in writing by the Transferee, such persons shall not be allowed to operate the business the same as or similar to the industry that Gufeng Chemical, Tianjuyuan and their clients or suppliers engage in, or other industries that are in competition with Gufeng Chemical and Tianjuyuan, or hold any equity interests of the entities mentioned hereinabove, unless the business or equity holding is via Gufeng Chemical.

Article 9

General Representations and Warranties of Transferors

9.1 Party B and Party C are PRC citizens with all civil abilities to enter into this Contract and fulfill all of their obligations stipulated herein. Signing this Contract and fulfilling all of their obligations stipulated herein by Party B and Party C shall not contravene or result in the violation of or constitute a failure to fulfill or an inability to fulfill any of the stipulations in any laws, regulations, stipulations, any authorization or approval from any government body or department or the stipulations of any contract or agreement that Party B or Party C is a party to or is bound by.

Article 10

Ownership

10.1 The Transferors are the legal owners of the Transferred Shares and have full authority and right to transfer the Transferred Shares to Transferee.

10.2 The Transferors hereby jointly undertake and warrant up to and including the Settlement Date that the Transferred Shares are not subject to any Claims or Encumbrances (including but not limited to any form of option, acquisition right, mortgage, pledge, guarantee, lien or any other form of Third Party rights).

10.3 No lawsuits, arbitrations, or other legal or administrative proceedings or governmental investigations are on-going against any of Transferors that will materially affect its ability to sign this Contract or fulfill its obligations under this Contract.

Article 11

Special Representations and Warranties of the Transferors

The Transferors hereby specially represent and warrant to the Transferee that:

11.1 Gufeng Chemical and Tianjuyuan are the legal entities that have been duly established in accordance with PRC laws and they are validly and legally in existence and also operating normally pursuant to PRC laws and regulations. The registered capital of Gufeng Chemical and Tianjuyuan has been fully paid and is free of any false capital contribution, overrated capital contribution and flight of capital contribution. By the Settlement Date, Gufeng Chemical holds 100% equity interests of Tianjuyuan, free of any Claims or Encumbrances (including but not limited to any form of option, acquisition right, mortgage, pledge, guarantee, lien or any other form of third party rights).

11.2 The Transferors hereby jointly ensure that Tianjuyuan and Gufeng Chemical legally and effectively own the land use right, plants, machinery equipments and other assets currently used by them. The Transferors warrant that they will take any and all measures to ensure Tianjuyuan or Gufeng Chemical legally obtain the right to use all land and obtain the ownership of all buildings with any right encumbrances, which shall not be subject to time and shall remain effective after the Closing. The Transferors shall assume the joint and several liabilities in case of any losses suffered by Gufeng Chemical or Tianjuyuan or the Transferee or any administrative penalties imposed by the governmental authorities due to any causes mentioned hereinabove after the share transfer under this Contract and indemnify the transferee for all losses arisen thereto.

11.3 There has not been and is not any investigation, prosecutions, disputes, claims or other proceedings (whether current, pending or threatened) in respect of Gufeng Chemical and Tianjuyuan, nor Gufeng Chemical or Tianjuyuan has been punished or Transferors can foresee any punishment to be made by any administrative authorities of the PRC before the share transfer under this Contract, except for those disclosed to the Transferee prior to Closing Date. The Transferors have fully disclosed all information of Gufeng Chemical and Tianjuyuan to the Transferee before the signing of this Contract. The Transferors hereby warrant that all tax, fees, charges, penalties and expenses payable to or required to pay to any PRC governmental authorities have been fully paid. By the Signing Date of this Contract, there has been no default in the payment of such tax, fees, charges, penalties and expenses, or any payable cost and/or expenses incurred by the correction of the default and/or inexpedient acts of Gufeng Chemical and Tianjuyuan required by any governmental authority. The Transferors shall assume the joint and several liabilities in case of any losses, damages or any penalties suffered by Gufeng Chemical or Tianjuyuan or the Transferee due to any investigation, prosecutions, disputes, claims or other proceedings prior to the share transfer under this Contract and shall fully indemnify the Transferee all losses arisen thereto.

11.4 The Transferors warrant that Gufeng Chemical and Tianjuyuan have obtained all approvals, permissions, consents and fillings necessary to the production and the business operation, carried out businesses as stated in their business licenses, and executed contracts and documents with legally binding effects. The Transferors shall assume the joint and several liabilities in case of any losses, damages or any penalties suffered by Gufeng Chemical or Tianjuyuan or the Transferee due to any absence of the above-mentioned approvals, permissions, consents and fillings prior to the share transfer under this Contract and shall fully indemnify the Transferee all losses arisen thereto.

11.5 The Transferors hereby confirm and warrant that the production, operation and business of Gufeng Chemical and Tianjuyuan are in full compliance with the relevant PRC laws and regulations. The Transferors shall indemnify and hold the Transferee, Gufeng Chemical and Tianjuyuan harmless against and from any losses or damages caused by any administrative penalties thereto prior to the signing of the Contract.

11.6 The Transferors hereby confirm and warrant that at the time of signing this Contract all debts of Gufeng Chemical and Tianjuyuan have been disclosed in Appendix II attached hereto. The Transferors shall assume jointly and severally liabilities to the Transferee, Gufeng Chemical and Tianjuyuan and hold the Transferee harmless for any undisclosed debts and the outstanding interest payable hereto.

11.7 The Transferors hereby irrevocably confirm and warrant that the Transferee shall have right to appoint the financial staffs to Gufeng Chemical and Tianjuyuan from the date of signing the Contract and all fiscal expenditure of Gufeng Chemical and Tianjuyuan shall be made upon the mutual consent in writing jointly by the financial staffs appointed by the Transferee and the financial staffs of the Transferors from the Signing Date to the Settlement Date. The financial staffs of the Transferors will withdraw from Gufeng Chemical and Tianjuyuan and hand over all financial materials to financial staffs appointed by the Transferee for their sole control at the Settlement Date.

11.8 The Transferors hereby confirm and warrant that they will ensure the normal operation and management of Gufeng Chemical and Tianjuyuan prior to the Settlement Date and the operation, business and conditions of Gufeng Chemical and Tianjuyuan will be free of any material adverse change.

11.9 The Transferors hereby irrevocably represent and warrant that Gufeng Chemical and Tianjuyuan have not made any equity investment on any other companies or entities by the Settlement Date. The Transferors shall assume the joint and several liabilities in case of any losses or damages suffered by Gufeng Chemical or Tianjuyuan or the Transferee in respect of the undisclosed equity investment (if any) and shall fully indemnify the Transferee all losses arisen thereto.

11.10 The Transferors hereby irrevocably represent and warrant that Gufeng Chemical and Tianjuyuan have not provided security (including but not limited to mortgage, pledge and guarantee) to any other companies, enterprises, entities or any natural person except for those disclosed in the Appendix II attached hereto. The Transferors shall assume the joint and several liabilities in case of any losses or damages suffered by Gufeng Chemical or Tianjuyuan or the Transferee due to the undisclosed security (if any) and shall indemnify the Transferee all losses arisen thereto.

11.11 Prior to the signing of this Contract, Transferors have entirely disclosed all information regarding the debts assumed by Gufeng Chemical and Tianjuyuan. As of the Settlement Date, such information remains complete, authentic, accurate and true.

11.12 The Transferors hereby confirm and guarantee that Gufeng Chemical and Tianjuyuan have paid up all taxes required by PRC laws and regulations prior to the Settlement Date. The Transferors shall assume the joint and several liabilities for any unpaid taxes of Gufeng Chemical and Tianjuyuan (if any) and hold harmless the Transferee against and from any loss and damages arisen thereto.

11.13 The Transferors hereby confirm and guarantee that all production lines of Gufeng Chemical and Tianjuyuan (no matter whether the project is completed or under construction) have obtained the necessary approvals from and registrations with relevant PRC governmental authorities, including, but not limited to, environmental impact assessment approval and the completion acceptance approval issued by local environmental protection authority, and the registration notice of production line construction issued by local development and reform bureau. Party B and Party C shall be jointly and severally liable to fully indemnify the Transferee in case of any administrative penalty suffered by Gufeng Chemical and Tianjuyuan arising from hereto after the Share Transfer of this Contract.

11.14 The Transferors irrevocably hereby confirm and guarantee that the craftwork and technology Gufeng Chemical and Tianjuyuan adopt currently and the intellectual property owned by them before the Settlement Date including, but not limited to trademarks and know-how are in full compliance with relevant PRC laws, regulations, standards or criterion, and free of any infringement of the patent and know-how of Third Party. The Transferors shall be jointly and severally liable to fully indemnify the Transferee in case of any penalty, damages or losses suffered by Gufeng Chemical and Tianjuyuan arisen from such infringement (if any).

11.15 The Transferors hereby irrevocably guarantee that Gufeng Chemical will change its registered address to the location of Tianjuyuan and complete the change registration with local administration authority for industry and commerce within one month from the Closing date.

11.16 The Transferors hereby irrevocably guarantee that Gufeng Chemical and Tianjuyuan will register with the Beijing Administrative Bureau of Quality Supervision for their processing acts entrusted by YINLIN International Chemical (Beijing) Co., Ltd, Beijing GREENLIFE Agricultural Technology Co., Ltd and LEILI Agro-chemistry Co., Ltd.

11.17 The Transferors hereby irrevocably guarantee that Gufeng Chemical and Tianjuyuan will obtain environmental impact assessment approvals and completion approvals issued by local environmental protection authority and register with local development and reform bureau for all their production lines within three months as of the Closing date.

11.18 The Transferee is entitled to require the Transferors to undertake the joint and several liabilities and indemnify and hold harmless the Transferee against and from any direct and indirect losses or damages in case of any infringement of any representations and warranties stated hereinabove by the Transferors, Gufeng Chemical and/or Tianjuyuan, or in case that the Transferors fails to meet any or all pre-requisite conditions set forth in Appendix I attached hereto.

Chapater V Disclosures, Representations and Warranties of Transferee

Article 12

Disclosures, Representations and Warranties of the Transferee

The Transferee hereby represents and warrants to the Transferors that ：

12.1 The Transferee is a legal entity that has been duly established and it is validly and legally in existence and also operating normally in accordance with the PRC laws.

12.2 The execution and performance of this Contract by the Transferee will not contravene or result in the violation of or constitute a failure to fulfill or an inability to fulfill any of the stipulations of Transferee’s articles of association or its internal rules, any laws, regulations, stipulations, or any authorizations or approvals from any government body or department or any contract or agreement that the Transferee is a party to or is bound by.

12.3 No lawsuits, arbitrations, or other legal or administrative proceedings or governmental investigations are on-going against the Transferee that will materially affect its ability to sign this Contract or fulfill its obligations under this Contract.

Chapater VI Employees

Article 13

Employees

All existing staff and workers of Gufeng Chemical and Tianjuyuan upon the completion of the share transfer under this Contract shall be employed by the Transferee. The terms and conditions of their employment including their remuneration for their employment shall be implemented in accordance with the stipulations of the labor laws and regulations. Thereafter, Board of Directors of Gufeng Chemical and Tianjuyuan will determine the staff numbers and working rules, etc., in consideration of business needs.

Chapater VII Confidentiality

Article 14

Confidentiality

14.1 All Parties agree unless otherwise provided for in another relevant confidentiality agreement that with regard to the confidential and exclusive information that have been disclosed to or may be disclosed to the other Parties by any Party to this Contract pertaining to their respective businesses, or financial situations and other confidential matters, all Parties to this Contract which have received the aforesaid confidential information (including written information and non-written information, hereinafter referred to as “ Confidential Information ”) shall:

14.1.1

Keep the aforesaid Confidential Information confidential;

14.1.2

Save for the disclosure of the Confidential Information by a Party to this Contract to its employees solely for the performance of their duties and responsibilities, neither Party to this Contract shall disclose the Confidential Information to any Third Party or any entity.

14.2	The provisions of the aforesaid Article 14.1 shall not apply to the following Confidential Information:

14.2.1

which was available to the receiving Party from the written record before the disclosing Party disclosed the information to the receiving Party and the written record can prove that the confidential information was already known to the receiving Party;

14.2.2

which has become public information by means not attributable to any breach by the receiving Party;

14.2.3

which was obtained, by the receiving Party from a Third Party not subject to any confidentiality obligation affecting the said Confidential Information.

14.3 As far as any natural person or legal entity which is a Party to this Contract is concerned, notwithstanding that it has ceased to be a Party to this Contract because of the transfer of its rights and obligations pursuant to the terms of this Contract, the stipulations set forth in this Chapter VII shall remain binding on it.

Chapater VIII Breach of Contract

Article 15

Liabilities for Violation of Representations or Warranties

15.1 If any representation or warranty made by any Party to this Contract is found to be a material error, or if any fact that has or is likely to have a major or substantial effect on the signing of this Contract by any Party has been omitted, or if any representation or warranty is found to be misleading or untrue in any material respect, the non-breaching Party shall be entitled to look to the Party (ies) in breach for full compensation for any loss, damage, cost or expense (including any attorneys’ fee and litigation and arbitration fee) arising from the erroneous, misleading or untrue representation or warranty of the Party (ies) in breach or arising from any other breach of any representation and warranty given by the Party (ies) in breach.

15.2 Each representation and warranty set forth in this Contract is to be construed independently.

15.3 For the avoidance of doubt, the Transferors hereby unconditionally and irrevocably agree and confirm that they shall be jointly liable for any liability for any breach of representation or warranty.

Article 16

Liabilities for Breach of Contract

16.1 In the event of a breach committed by any Party to this Contract, the said defaulting Party shall be liable to the other Party (ies) for any liabilities arising out of that defaulting Party’s breach of contract in accordance with the provisions of this Contract and the laws and regulations of PRC. In case of breach of Contract by all Parties hereto, a Party shall respectively assume liabilities for any loss or damage, or any other liabilities, arising out of its breach of Contract, against other Parties.

16.2 In event that the Transferors fail to meet any conditions set forth in Appendix I or violates any representation, warranty or obligations under this Contract, without account of the intention or gross negligence of the Transferee, Transferors shall pay RMB 100,000 to the Transferee, in addition to the compensation for any direct or indirect loss arising therefrom.

Chapater IX Force Majeure

Article 17

Force Majeure

17.1 The Force Majeure shall include earthquake, typhoon, flood, fire, war, political unrest and such special incidents or events that are deemed to be Force Majeure occurrences under the provisions of the relevant laws and regulations of PRC.

17.2 In the event of the occurrence of a Force Majeure event, the obligations of the Party to this Contract affected by this Force Majeure event shall cease during the period of the Force Majeure event and any term or period set forth in this Contract and to which the affected party is subject shall automatically be extended by a period equal to the term or period of the Force Majeure event, the period of extension shall be the same as the period of cessation of the obligations by reason of the Force Majeure event, and the said Party shall not be liable for any liabilities arising out of a breach of contract as provided for in this Contract for the duration of the Force Majeure .

17.3 The Party claiming the occurrence of a Force Majeure event shall promptly inform the other Party (ies) in writing, and within seven (7) days thereafter, it shall provide sufficient evidence (issued by the notary organization) of the occurrence and the continuity of the Force Majeure event. It shall also do its best to eliminate the adverse effect of the Force Majeure event.

Chapater X Resolution of Disputes

Article 18

Arbitration

Any dispute arising out of this Contract between the Parties to this Contract shall firstly be resolved through friendly consultation. In the event that sixty (60) days after the commencement of the friendly consultations, the dispute cannot be resolved through such means, either Party may submit the dispute to the China International Economic and Trade Arbitration Commission in Beijing for arbitration in accordance with its prevailing valid arbitration rules.

Article 19

Validity of Arbitral Award

The arbitration award shall be final and shall be binding on all Parties to this Contract. All Parties to this Contract agree to be bound by the said award, and to act according to the terms of the said award.

Article 20

Continuation of Rights and Obligations

After a dispute has arisen and during its arbitration process, other than the disputed matter, all Parties to this Contract shall continue to exercise their other respective rights stipulated in this Contract, and shall also continue to fulfill their other respective obligations stipulated in this Contract.

Chapater XI Applicable Law

Article 21

Applicable Law

The laws and regulations of the PRC shall govern and be binding on the establishment, validity, interpretation and execution of this Contract. All disputes arising out of this Contract shall be determined according to the laws of the PRC. In the event the laws of the PRC do not make provision for a certain issue relating to this Contract, reference shall be made to general international business practice.

Chapater XII Miscellaneous

Article 22

Non-Waiver

The non-exercise or delay in the exercise of an entitlement stipulated in this Contract by any Party to this Contract shall not be regarded as a waiver of the said entitlement. Any single exercise or partial exercise of an entitlement shall not rule out any future re-exercise of the said entitlement.

Article 23

Transfer

Unless otherwise described and prescribed in this Contract, neither Party to this Contract shall transfer nor assign all or any part of this Contract or transfer or assign that Party’s entitlement or obligations as stipulated in this Contract.

Article 24

Amendment

24.1	This Contract has been executed for the benefit of all Parties to this Contract and their respective lawful successor(s) and assignees, and shall have legal binding effect on them.

24.2 This Contract may not be amended verbally. Only a written document signed by all Parties indicating their consent to such amendment shall be effective.

Article 25

Severability

The invalidity of any term in this Contract shall not affect the validity of the other terms in this Contract.

Article 26

Language

This Contract is written in both the Chinese Language and the English Language. In case of any inconsistency, the Chinese language shall prevail.

Article 27

Effectiveness of Text and Appendixes

27.1 The Contract shall be effective from the execution of Parties hereof. The Contract shall be written in six (6) original sets in Chinese, with Parties hereto and relevant administration for industry and commerce holding one (1) set respectively, and the remaining shall be kept by Gufeng Chemical and the Transferee.

27.2 The Appendix to this Contract shall form an integral part of this Contract, and shall have the same effect as this Contract.

Article 28

Notification

28.1 Unless otherwise specified and prescribed, any Party issuing any notification or written communication to the other Party (ies) according to the provisions of this Contract shall have them written in the Chinese Language and shall send them as a letter by a courier service company, or by facsimile. Letters sent by a courier service company, will require a confirmation to be given seven (7) business days after handing over the notification or communication to the courier service company. Any notification or written communication sent in accordance with the stipulations of this Contract shall be deemed to be effective on the date of receipt. If they are sent by facsimile, the date of receipt shall be deemed to be three (3) business days after transmission, subject to a facsimile confirmation report evidencing this.

28.2 All notices or communications shall be sent to the following addresses, unless and until any such address is changed by a written notice to the other Party:

Address of Party A ： 3/F, A Block, Industry Office Tower, A District, No.181 Taibainan Road, Xi’an City, Shaanxi province, PRC

Tel: 029-88266368

Fax Number: 029-88231590

To ： Li Tao

Address of Party B ： South of Nanzhangdai Village, Donggaocun Town, Pinggu District, Beijing, PRC

Tel: 010 － 60992886

Fax Number: 010 － 60992610

To: Qing Xin Jiang

Address of Party C ： South of Nanzhangdai Village, Donggaocun Town, Pinggu District, Beijing, PRC

Tel: 010 － 60992886

Fax Number: 010 － 60992610

To: Qiong Jia

Article 29

Entire Agreement

This Contract constitutes the entire agreement of all Parties to this Contract pertaining to the transaction agreed upon in this Contract, and shall replace all the previous discussions, negotiations and agreements among all Parties to this Contract in respect of the transaction of this Contract.

（ The remainder of this page is intentionally left blank ）

IN WITNESS WHEREOF, the duly authorized representative of Party A, and Party B and Party C have signed this Contract on the date first above written.

Party A ： Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd.

(Seal)

Authorized Representative(Signature) ：

/s/ Tao Li

Party B ： Qing Xin Jiang

Signature ：	/s/ Qing Xin Jiang

Party C : Qiong Jia

Signature ：	/s/ Qiong Jia

Appendix I Pre-requisite Conditions

Pre-requisite Conditions

Transferors hereby irrevocably confirm and guarantee to fulfill all following conditions precedent within the time limit on their own costs:

(A)	Gufeng Chemical lawfully holds 100% equity interests of Tianjuyuan which are free of any Claims or Encumbrances (including but not limited to any form of option, acquisition right, mortgage, pledge, guarantee, lien or any other form of Third Party rights).

(B)	Transferors and Gufeng Chemical complete the share transfer registration with the local Administration Bureau for Industry and Commerce that the Transferee becomes the sole registered shareholder of Gufeng Chemical.

Appendixes II Existing Debts of and Guarantees of Gufeng Chemical and Tianjuyuan

1.	Debts of Gufeng Chemical

Name of Creditors		Principal Amount of Debt （ Unit ： RMB ）
Pinggu District Branch, Beijing Branch of Agriculture Bank of China		8,000,000 （ 05.31.2010 - 05.30.2011 ）
Pinggu District Branch, Beijing Branch of Agriculture Bank of China		8,400,000 （ 01.14. 2010 - 01.13. 2011 ）
Pinggu District Branch, Beijing Branch of Agriculture Bank of China		10,100,000 （ 04.09. 2010 - 04.08.2011 ）

2. Debt Guarantees by Tianjuyuan

Guarantor	Principal Amount Guaranteed （ Unit ： RMB ）	Collateral
Tianjuyuan	8,000,000	Land use right and house ownership of Tianjuyuan
Tianjuyuan	8,400,000	Land use right and house ownership of Tianjuyuan
Tianjuyuan	10,100,000	Land use right and house ownership of Tianjuyuan

Exhibit 10.2

Supplementary Agreement

This supplementary agreement (hereinafter referred to as the “Supplementary Agreement” ) is entered into on 1 July 2010 in Beijing by the following parties:

Party A: Shaanxi Techteam Jinong Humic Acid Product Co., Ltd. (hereinafter referred to as the “Transferee” ), an enterprise incorporated in the People’s Republic of China, and its legal registered address is 3/F, A Block, Industry Office Tower, A District, No.181 Taibainan Road, Xi’an City, Shaanxi province, PRC and its legal representative is Li Tao; and

Party B : Qing Xin Jiang

ID No.: 110226196911182616

Party C : Qiong Jia

ID No.: 110226196703240324

The above Party B and Party C are called collectively as the “Transferors”. The Transferors and the Transferee are collectively called the “Parties” and respectively called as the “Party”.

Whereas,

(1)	Party A, Party B and Party C have entered into a share transfer contract (hereinafter referred to as the “Share Transfer Contract” ) on 1 July 2010 in Beijing; and

(2)	China Green Agriculture, Inc. (the “CGA” ), a company with its securities listing on New York Stock Exchange (“NYSE”), indirectly holds 100% equity interests of Shaanxi Techteam Jinong Humic Acid Product Co., Ltd; and

(3)	Party B holds 80% equity interests of Beijing Gufeng Chemical Products Co., Ltd. (hereinafter referred to as “Gufeng Chemical” ) and Party C holds 20% equity interests of Gufeng Chemical. Party B and Party C can exercise all of their full rights as the shareholders of Gufeng Chemical; and

(4)	Beijing Gufeng Chemical Products Co., Ltd. holds 100% equity interests of Beijing Tianjuyuan Fertilizer Co., Ltd. (hereinafter referred to as “Tianjuyuan” ) and can exercise all of its full rights as the sole shareholder of Tianjuyuan.

Therefore, Part A, Party B and Party C have reached the following supplementary clauses regarding the Share Transfer Contract:

1.	Party A, Party B and Party C agree to revise clause 3.1 under the Share Transfer Contract to the following:

Upon the final negotiation of Transferors and the Transferee, besides paying RMB60 million in cash to Transferors, the Transferee shall issue 2,275,931 restricted shares (as defined below) of CGA (the “Shares” ) in the amount of RMB0.156 billion calculated on the following formula to Transferors and/or their designated two parties, namely, Ms. Cui Hua Zheng and Mr. Hong Xu Yang (Collectively, the “Purchasers”, individually, the “Purchaser”). The breakdown of the aggregate shares to be issued to the Purchasers is hereto attached to this Agreement as Exhibit A:

Shares to be issued to the Purchasers in the aggregate=RMB0.156 billion / 6.7858 (the middle price of US Dollar against RMB on the issuing day of the Shares) / USD10.101 (the average price of the closing price of the CGA shares for ten consecutive trading days immediately before the date of execution of Share Transfer Contract)

The Transferee shall pay 2,275,931 shares of CGA to the Transferors as of the execution date of Share Transfer Contract. However, the 2,275,931 shares of CGA shall be mutually escrowed by CGA and Transferee, and shall be paid to Transferors in the following ways:

(1)

1,365,558 shares of CGA shall be paid to Transferors and thereby issued to the Purchasers at the Closing Date of Share Transfer Contract (as defined in the Share Transfer Contract);

(2)

682,780 shares of CGA (“ Escrowed Shares ”) shall be respectively paid to Transferors and thereby issued to the Purchasers when each of the following two conditions is satisfied.

Condition 1: In accordance with the audited annual financial report issued by the Certified Public Accountant acknowledged by the Transferee, Gufeng Chemical achieves not less than RMB0.6 billion in net sales revenue for the fiscal year from July 1, 2010 to June 30, 2011(the “Anticipated 2011 NSR” ).

Condition 2: In accordance with the audited annual financial report issued by the Certified Public Accountant acknowledged by the Transferee, Gufeng Chemical achieves not less than RMB72 million in net profit after tax for the fiscal year from July 1, 2010 to June 30, 2011(the “Anticipated 2011 NPAT” ).

The Transferors can acquire 341,390 shares of CGA that is half of the Escrowed Shares when the Condition 1 is satisfied. In the event the Anticipated 2011 NSR is not achieved, the shares that Transferors can acquire in the year 2011 shall be adjusted according to the shortfall between the actual 2011 NSR and Anticipated 2011NSR, which shall provide that (a) if such shortfall is smaller than or equal to 20% of the Anticipated 2011 NSR, the Transferee or CGA shall have the right to deduct 113,797 shares of CGA from the Escrowed Shares; and (b) if such shortfall is larger than 20% of the Anticipated 2011 NSR and smaller than 40% of the Anticipated 2011 NSR, the Transferee or CGA shall have the right to deduct 227,593 shares of CGA from the Escrowed Shares; and (c) if such shortfall is larger than or equal to 40% of the Anticipated 2011 NSR, the Transferee or CGA shall have the right to deduct 341,390 shares of CGA from the Escrowed Shares and the Transferors can not achieve any Escrowed Shares in 2011.

The Transferors can acquire 341,390 shares of CGA that is half of the Escrowed Shares when the Condition 2 is satisfied. In the event the Anticipated 2011 NPAT is not achieved, the shares that Transferors can acquire in the year 2011 shall be adjusted according to the shortfall between the actual 2011 NPAT and Anticipated 2011 NPAT, which shall provide that (a) if such shortfall is smaller than or equal to 20% of the Anticipated 2011 NPAT, the Transferee or CGA shall have the right to deduct 113,797 shares of CGA from the Escrowed Shares; and (b) if such shortfall is larger than 20% of the Anticipated 2011 NPAT and smaller than 40% of the Anticipated 2011 NPAT , the Transferee or CGA shall have the right to deduct 227,593 shares of CGA from the Escrowed Shares; and (c) if such shortfall is larger than or equal to 40% of the Anticipated 2011 NPAT , the Transferee or CGA shall have the right to deduct 341,390 shares of CGA from the Escrowed Shares and the Transferors can not achieve any Escrowed Shares in 2011.

(3)

The remaining 227,593 shares of CGA (the “Remaining Escrowed Shares” ) shall be paid to Transferors and thereby issued to the Purchasers when Gufeng Chemical legally owns the land use right located in the north of Tianjuyuan, with a total area of 71 Mu ( about 47,333.57 square meters), and also legally owns the house ownership on such land.

(4)

The Purchasers shall receive stock certificates and have economic disposal rights over the shares based on the number of shares set forth in the Exhibit B attached to this Supplementary Agreement pursuant to Section 1(1),(2) and (3) of this Agreement.

(5)

The Escrowed Shares and the Remaining Escrowed Shares shall include the shares of all Purchasers, whose shares shall be escrowed on the pro rato basis.

(6)

The Purchasers shall have the voting rights over the Escrowed Shares and the Remaining Escrowed Shares from the issuance date of such shares unless they forfeit any portion of such shares due to the failure to achieve the conditions set forth above in Sub-section 1(2) and/or (3).

2.	The Transferee hereto confirms that it will provide RMB0.1 billion to Gufeng Chemical as its working capital after the closing of the Share Transfer Contract. The specific time and way of such payment shall be then fixed by the Transferee.

3.	Representations and Warranties of the Transferors and Purchasers

Each of the Purchasers, as to himself or herself, hereby severally, and not jointly, represents, warrants and covenants that:

Authority . Such Purchaser has full power and authority to enter into and to perform this Agreement and the Share Transfer Contract in accordance with their terms and to consummate the transactions contemplated hereby and thereby. This Agreement and the Share Transfer Contract have been duly executed and delivered by such Purchaser and constitute valid and binding obligations of such Purchaser enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

Experience . Such Purchaser has such knowledge and experience in financial and business matter that it is capable of evaluating the merits and risks of the investment. Such Purchaser acknowledges that it can bear the economic risk of its investment. Such Purchaser believes it has received all the information he considers necessary or appropriate for deciding whether to purchase the Shares. Such Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, assets and financial condition of the Company.

Purchase Entirely for Own Account . This Agreement is made with such Purchaser in reliance upon such Purchaser’s representation to the Company, which by such Purchaser’s execution of this Agreement such Purchaser hereby confirms, that the Shares to be received by such Purchaser will be acquired for investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Purchaser has no present intention of selling, granting any participation in or otherwise distributing the same. By executing this Agreement, such Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.

Accredited Investor . Such Purchaser is an “accredited Investor” within the meaning of Rule 501(a) under the Securities Act.

Restricted Securities . Such Purchaser understands that the securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances. In the absence of an effective registration statement covering the Shares or an available exemption from registration under the Securities Act, the Securities must be held indefinitely. In this connection, such Purchaser represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Legends . It is understood that the certificates evidencing the Securities may bear the following legend until such time, if any, as (A) the Securities are sold in compliance with Rule 144 under the Securities Act (or a comparable successor provisions) or pursuant to an effective registration statement under the Securities Act or (B) the Company receives an opinion of counsel reasonably acceptable to it to the effect that such legend may be removed:

“THESE SECURITIES HAVE NOT BEEN REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEYMAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EXEMPTION PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”

Such Purchaser also understood that such certificates may bear any legend required by the securities laws of any state or other governmental or regulatory agency having authority over the issuance of the Securities.

This Supplementary Agreement shall be an integral part of the Share Transfer Contact and shall have the same legal effect as the Share Transfer Contact. The Share Transfer Contact and this Supplementary Agreement are both legally binding on the Parties hereto. In case of any discrepancy between this Supplementary Agreement and the Share Transfer Contact, this Supplementary Agreement shall prevail. Any amendment and supplement to Supplementary Agreement and/or Share Transfer Contact shall achieve the mutual consent of Parties hereto.

This Supplementary Agreement shall be effective after it is duly executed and (or) sealed by each Party hereto. The conclusion, validity, interpretation, performance and controversy of this Supplementary Agreement shall be governed by the Law of New York State, United States. Any provision of this Supplementary Agreement that is invalid or unenforceable due to the laws and regulations shall not affect the validity of other provisions hereof.

6.	This Supplementary Agreement is executed in Chinese in four (4) sets of original. Each Party hereto shall each hold one (1) set of original.

The parties hereto have caused this Supplementary Agreement to be executed by the following Parties as of the date first above written.

Party A: Shaanxi Techteam Jinong Humic Acid Product Co., Ltd.

(Seal)

Authorized Representative
(Signature):	/s/ Tao Li

Party B: Qing Xin Jiang
(Signature):	/s/ Qing Xin Jiang

Party C: Qiong Jia
(Signature):	/s/ Qiong Jia

China Green Agriculture, Inc. hereby confirms that it acknowledges the responsibilities it shall be bearing in this Supplementary Agreement.

Chairman or CEO (Signature):

/s/ Tao Li

Exhibit A

Shares to be issued to the Purchasers:

	RMB value of the Shares as of the date of the Agreement		Number of Shares to be issued to as of the date of the Agreement, including the Escrowed Shares and Remaining Escrowed Shares
Qing Xin Jiang		115,000,000		1,677,769
Cui Hua Zheng		20,500,000		299,081
Hong Xu Yang		20,500,000		299,081

Exhibit B

Specific shares to be delivered to the Purchasers pursuant to Section 1(1), (2) and (3) of this Supplementary Agreement:

(a) shares to be delivered to the Purchasers pursuant to Section 1(1)

	Number of shares to be delivered to Purchasers when the condition under the Section 1(1) is met.
Qing Xin Jiang		1,006,660
Cui Hua Zheng		179,449
Hong Xu Yang		179,449

(b) shares to be delivered to the Purchasers when the Condition 1 under the Section 1(2) is met:

	Number of shares to be delivered to Purchasers when the Condition 1 under the Section 1(2) is met.
Qing Xin Jiang		251,666
Cui Hua Zheng		44,862
Hong Xu Yang		44,862

(b) shares to be delivered to the Purchasers when the Condition 2 under the Section 1(2) is met:

	Number of shares to be delivered to Purchasers when the Condition 2 under the Section 1(2) is met
Qing Xin Jiang		251,666
Cui Hua Zheng		44,862
Hong Xu Yang		44,862

(d) shares to be delivered to the Purchasers when the condition under the Section 1(3) is met:

	Number of shares to be delivered to Purchasers when the condition under the Section 1(3) is met.
Qing Xin Jiang		167,777
Cui Hua Zheng		29,908
Hong Xu Yang		29,908

Exhibit 99.1

China Green Agriculture, Inc. Announces

Closing of Acquisition of Beijing Gufeng

Chemical Products Co., Ltd.

Acquisition to expand current annual fertilizer production capacity from 55,000 metric tons to 355,000 metric tons

Acquisition to increase product mix and strengthen distribution network

Acquisition expected to contribute at least $10.6 million in net income, or about $0.39 per diluted share in fiscal year ending June 30, 2011

XI'AN, China, July 6, 2010 , China Green Agriculture, Inc. (NYSE: CGA; "China Green Agriculture" or "the Company"), a top producer and distributor of fertilizer in China, today announced the closing on July 2 nd , 2010 of its acquisition of Beijing Gufeng Chemical Products Co., Ltd. (“Gufeng”) and its only wholly-owned subsidiary, Beijing Tianjuyuan Fertilizer Co., Ltd. (“Tianjuyuan”). The acquisition, previously announced as subject to the completion of due diligence and the signing of a definitive agreement, will increase the Company’s annual fertilizer production capacity to 355,000 metric tons (MTs) from 55,000 MTs, and expand its product line and distribution network. The acquisition is expected to contribute at least $10.6 million to the Company’s net income in FY2011, or about $0.39 per diluted share.

China Green Agriculture acquired 100% equity interest in Gufeng for approximately $8.8 million in cash (USD) plus an aggregate of 2,275,931 newly issued shares (the “Shares”) of common stock of the Company to Gufeng shareholders or their designees. Of the shares being issued in the acquisition, 40% will be held in escrow pending satisfaction of certain conditions such as make good targets ($88.4 million in revenue and $10.6 million in net profit after tax) set for Gufeng for the fiscal year ended June 30, 2011.

"We are very pleased that we have closed the acquisition of Gufeng in a timely manner,” commented Mr. Tao Li, Chairman and CEO of China Green Agriculture. “The acquisition will add 300,000 metric tons of annual production capacity to our company, as well as expand our product line and distribution network, and we feel confident that Gufeng will contribute at least $10.6 million in net income for the fiscal year ended June 30, 2011. After acquiring Gufeng, we will integrate our proprietary technology with Gufeng’s current production lines for producing humic acid based organic and mixed organic-inorganic fertilizer. The Company will also integrate Gufeng’s sales network to further develop our brand recognition and market share in China.”

About Beijing Gufeng Chemical Products Co., Ltd .

Beijing Gufeng Chemical Products Co. Ltd. was founded in 1993. Its wholly-owned subsidiary Tianjuyuan was founded in 2001. Both are Beijing-based producers of compound fertilizer, blended fertilizer, organic compound fertilizer and mixed organic-inorganic compound fertilizer. Gufeng has developed certain proprietary knowledge with respect to fertilizer production, and its products are sold throughout China and abroad. Gufeng operates a facility with an annual production capacity of 300,000 MTs of compound fertilizer. The current utilization rate is approximately 60%.

About China Green Agriculture, Inc.

China Green Agriculture, Inc. currently offers 148 different HA-based compound fertilizer products, which are distributed via 552 individual distributors covering 21 provinces, 4 autonomous regions and 3 municipal cities in China. Its fertilizer products are certified by the Chinese government as "Green Food Production Materials." The leading five provinces which collectively accounted for 40.4% of the Company's fertilizer revenue for the three months ended March 31, 2010 are Shaanxi (11.2%), Shandong (10.8%), Anhui (7.9%), Henan (5.6%), and Sichuan (4.9%). For more information, visit http://www.cgagri.com .

Safe Harbor Statement

This press release contains forward-looking statements concerning the Company's business, products and financial results. The Company's actual results may differ materially from those anticipated in the forward-looking statements depending on a number of risk factors including, but not limited to, the following: general economic and business conditions, development, shipment, market acceptance, additional competition from existing and new competitors, changes in technology, the acquisition target company's financial and operational condition and various other factors beyond the Company's control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risk factors detailed in the Company's reports filed with the Securities and Exchange Commission. China Green Agriculture undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.

For more information, please contact:

HC International, Inc.

Ted Haberfield, Executive VP

Tel: +1-760-755-2716

Email: thaberfield@hcinternational.net

China Green Agriculture, Inc.

Mr. Ken Ren, Chief Financial Officer

Tel: +1-530-220-3026

Email: kenren@cgagri.com

Mr. Jonnie Wang, Secretary of Board, Investor Relations Officer

Tel: +86-29-8826-6368

Email: wangxilong@cgagri.com