Unassociated Document

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

		Proposed		Proposed
		Maximum		Maximum
		Offering		Aggregate
Title of Each Class of	Amount to	Price Per		Offering		Amount of
Securities to be Registered	be Registered(1)	Share(2)		Price(2)		Registration Fee
Common Stock, $.001 par value per share	2,260,000 Shares	$	15.37	$	34,736,200.00	$	1,938.28
Common Stock, $.001 par value per share	103,305 Shares	$	15.37	$	1,587,797.85	$	88.60
Common Stock, $.001 par value per share	62,619 Shares	$	15.37	$	962,454.03	$	53.70
Total	2,425,924 Shares	$	15.37	$	37,286,451.88	$	2,080.58

(1)

Includes (i) 2,260,000 shares of common stock issuable upon the exercise of stock options granted pursuant to our 2009 Equity Incentive Plan, dated as of December 11, 2009, (ii) 103,305 shares of common stock issued upon the exercise of stock options granted pursuant to certain Instruments of Grant of Nonqualified Stock Option to 1 director and 17 employees in January 2008 and (iii) 62,619 shares of common stock issued or issuable upon exercise of stock options granted to two directors, the former Chief Financial Officer and the current Chief Financial Officer pursuant to Non-Qualified Stock Option Agreements in April 2008 or September 2008, as the case may be. Pursuant to Rule 416 of the Securities Act of 1933, the number of shares of common stock registered hereunder will be adjusted in the event of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee and computed in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, upon the basis of the average of the high and low prices per share of the Registrant’s common stock as reported on the NYSE on December 18, 2009, a date within five business days prior to the filing of this Registration Statement.

China Green Agriculture, Inc. (“we,” “us” or “our”) has prepared this registration statement (this “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register (i) shares of our common stock, $.001 par value per share (“Common Stock”), issuable under our 2009 Equity Incentive Plan dated as of December 11, 2009 (the “Incentive Plan”), (ii) shares of our Common Stock issued upon exercise of stock options granted pursuant to certain Instruments of Grant of Nonqualified Stock Option, dated as of January 31, 2008 (collectively, the “2008 Instruments of Grant”), and (iii) shares of our Common Stock issued or issuable upon the exercise of stock options granted pursuant to certain Non-Qualified Stock Option Agreements dated April 8, 2008, April 23, 2008 or September 10, 2008, as the case may be (collectively, the “2008 Non-Qualified Stock Option Agreements”).

This Form S-8 includes a reoffer prospectus prepared in accordance with Part I of Form S-3 under the Securities Act. The reoffer prospectus may be used for reoffers and resales of restricted securities and control securities (as such terms are defined in General Instruction C to Form S-8) acquired either pursuant to our 2009 Equity Incentive Plan, pursuant to the 2008 Instruments of Grant or pursuant to the 2008 Non-Qualified Stock Option Agreements.

2009 Equity Incentive Plan. The documents containing the information required by Part I of Form S-8 will be sent or given to the participants in the Incentive Plan as specified by Rule 428(b)(1) of the Securities Act. In accordance with the Note to Part I of Form S-8, such documents are not required to be, and may not be, filed with the U.S. Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

2008 Instruments of Grant. The documents containing the information required by Part I of Form S-8 will be or have been sent or given to the parties to the 2008 Instruments of Grant as specified by Rule 428(b)(1) of the Securities Act. In accordance with the Note to Part I of Form S-8, such documents are not required to be, and may not be, filed with the Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

2008 Non-Qualified Stock Option Agreements. The documents containing the information required by Part I of Form S-8 will be or have been sent or given to the parties to the 2008 Non-Qualified Stock Option Agreements as specified by Rule 428(b)(1) of the Securities Act. In accordance with the Note to Part I of Form S-8, such documents are not required to be, and may not be, filed with the Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

This prospectus relates to the reoffer and resale by the selling stockholders of (i) shares of our common stock, $.001 par value per share (“Common Stock”), issued upon exercise of stock options granted pursuant to certain Instruments of Grant of Nonqualified Stock Option, dated as of January 31, 2008 (collectively, the “2008 Instruments of Grant”), (ii) shares of our Common Stock issued or issuable upon the exercise of stock options granted pursuant to certain Non-Qualified Stock Option Agreements dated April 8, 2008, April 23, 2008 or September 10, 2008, as the case may be (collectively, the “2008 Non-Qualified Stock Option Agreements”), and (iii) shares of our Common Stock issuable pursuant to options to be granted in the future by us under our 2009 Equity Incentive Plan (the “Incentive Plan”). We reserve the right to supplement this prospectus to include up to 2,260,000 shares of our Common Stock issuable pursuant to options to be granted in the future by us under our Incentive Plan.

The shares of Common Stock covered by this prospectus are “restricted securities” and, in some cases, “control securities” under the Securities Act of 1933, as amended (the “Securities Act”). This prospectus has been prepared to allow for future resales of the shares covered by this prospectus by the selling stockholders on a continuous or delayed basis, to the public. The number of shares that each selling stockholder may sell is set forth under Rule 144(e) under the Securities Act. Each stockholder that resells shares of our Common Stock pursuant to this prospectus may be deemed an “underwriter” within the meaning of the Securities Act. Any commissions received by a broker or dealer in connection with resales of shares of our Common Stock covered by this prospectus may be deemed to be underwriting commissions or discounts under the Securities Act.

The selling stockholders, or their pledgees, donees, transferees or other successors-in-interest, may resell their shares of Common Stock covered by this prospectus from time to time in one or more public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.

We are paying the expenses incurred in registering the shares covered by this prospectus and the preparation of this prospectus, but all selling and other expenses, including but not limited to any discounts, commissions and applicable transfer taxes, incurred by each of the selling stockholders will be borne by such stockholder.

We have not registered the sale of the shares under the securities laws of any state. Brokers or dealers effecting transactions in the shares of Common Stock offered hereby should confirm that the shares have been registered under the securities laws of the state or states in which sales of the shares occur as of the time of such sales, or that there is an available exemption from the registration requirements of the securities laws of such states.

We have not authorized anyone, including any salesperson or broker, to give oral or written information about this offering, China Green Agriculture, Inc., or the shares of Common Stock offered hereby that is different from the information included in this prospectus. You should not assume that the information in this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover page of this prospectus or any supplement to it.

Prospectus Summary		1
Special Note Regarding Forward-Looking Statements		2
Risk Factors		3
Use of Proceeds		3
Selling Stockholders		3
Plan of Distribution		5
Legal Matters		7
Experts		7
Where You Can Find More Information		8
Incorporation of Certain Information by Reference		8
Information with Respect to the Registrant		9
Material Changes		9
Commission Position on Indemnification for Securities Act Liabilities		9

You should rely on the information contained in or incorporated by reference into this prospectus or any prospectus supplement. We have not authorized any person to give any information or to make any representations other than those contained or incorporated by reference in this prospectus, and, if given or made, you must not rely upon such information or representations as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities other than our shares of common stock described in this prospectus or an offer to sell or the solicitation to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information we have included in this prospectus is accurate as of any date other than the date of this prospectus or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference regardless of the time of delivery of this prospectus or of any securities registered hereunder.

The following is only a summary. We urge you to read the entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial statements and other information included herein or incorporated herein by reference from our other filings with the Commission. Investing in our securities involves risks. Therefore, please carefully consider the risk factors described in our Commission filings, including those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009.

We, through our indirect wholly owned subsidiaries in China, Techteam and Jintai, have two business segments: (i) research, development, production and distribution of humic acid based compound fertilizer (conducted through Techteam); and (ii) development, production and distribution of agricultural products (conducted through Jintai), namely, top-grade fruits, vegetables, flowers and colored seedlings. The fertilizer business has been, and will continue to be, our main business. The fertilizer business produced approximately 82.1% and 82.5% of our total revenues in the years ended June 30, 2009 and 2008, respectively.

Humic acid is an essential natural, organic ingredient for a balanced, fertile soil, and it is one of the major constituents of organic matter. All of our fertilizer products are certified as green food production material by China Green Food Development Center, an agency that reports to the Ministry of Agriculture in China.

Our existing production facility was upgraded in December 2008 from a capacity of 10,000 metric tons to a capacity of 15,000 metric tons. We have completed the construction of a three-story building totaling approximately 13,803 square meters (i.e., approximately 148,574 square feet) for our new production facility. With the commencement of production of new facility in August 2009, we have a total annual capacity of 55,000 metric tons and we anticipate reaching a full utilization in three years.

Jintai’s existing greenhouse facility covers approximately 137,000 square meters. It consists of six intelligent greenhouses, made by ACM-China Greenhouse Engineering (Shanghai) Co., Ltd., the China branch of the Spanish manufacturer of greenhouse facilities. The facility is equipped with an advanced drip irrigation system supplied by Eldar-Shany Technology Co., Ltd. of Israel. We also have water purification equipment supplied by Beijing Nuobaijing Science & Technology Development Co., Ltd., a professional supplier of water purification facilities, which allow us to perform tests with water at different pH levels. We plan to build new greenhouse facility on a separate parcel of land of approximately 88 acres to expand our output of high quality agricultural products for commercial sale while providing an advanced testing field for our new fertilizer products.

This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 165,924 shares of Common Stock issued or issuable upon the exercise of the options granted pursuant to the 2008 Instruments of Grant and the 2008 Non-Qualified Stock Option Agreements. We reserve the right to supplement this prospectus to include up to 2,260,000 shares of our Common Stock issuable pursuant to options to be granted in the future by us under our Incentive Plan. The selling stockholders may sell their shares of Common Stock from time to time at prevailing market prices. Except for the aggregate purchase price of the options still to be exercised by certain of the selling stockholders in connection with the sale of shares offered pursuant to this reoffer prospectus, we will not receive any proceeds from the sale of the shares of our Common Stock by the selling stockholders.

Common Stock Offered		165,924 shares

Common Stock Outstanding at December 18, 2009		24,283,989 shares

Preferred Stock Outstanding at December 18, 2009		0 shares

Use of Proceeds		Except for the aggregate purchase price of the options still to be exercised by certain of the selling stockholders in connection with the sale of shares offered pursuant to this prospectus, we will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholders.

NYSE Ticker Symbol		CGA

We are incorporated in the State of Nevada under the name “China Green Agriculture, Inc.” Our principal executive offices are located at 3rd Floor, Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065 and our telephone number is (011) 86-29-88266368. We maintain an Internet website at www.cgagri.com. We have not incorporated by reference into this prospectus the information in, or that can be accessed through, our website, and you should not consider it to be a part of this prospectus.

Some of the statements under in this prospectus constitute forward-looking statements. These statements involve risks known to us, significant uncertainties, and other factors which may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by those forward-looking statements.

You can identify forward-looking statements by the use of the words “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “proposed,” or “continue” or the negative of those terms. These statements are only predictions. In evaluating these statements, you should specifically consider various factors, including the risks outlined above. These factors may cause our actual results to differ materially from any forward-looking statement.

You should carefully consider the specific risks set forth under the caption “Risk Factors” in any of our filings with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), incorporated by reference in this prospectus and including, without limitation, the “Risk Factors” contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, before making an investment decision. For more information, see “Where You Can Find More Information.”

Except for the aggregate purchase price of the options still to be exercised by certain of the selling stockholders in connection with the sale of shares offered pursuant to this reoffer prospectus, we will not receive any proceeds from the sale of the shares of our Common Stock by the selling stockholders. All such proceeds will be received by the selling stockholders.

We could receive proceeds of up to $222,000 upon the exercise, if any, of the options still outstanding granted by us pursuant to the 2008 Non-Qualified Stock Option Agreements to Mr. Chen and Mr. Raeburn, which options are exercisable for an aggregate 37,000 shares of common stock1. We intend to use any such proceeds for working capital and general corporate purposes. The amount of proceeds received by us described above assumes the selling stockholders will not elect to exercise their options through a “cashless exercise.”

This prospectus relates to shares of Common Stock that are being registered for reoffer and resale by the selling stockholders. The shares of Common Stock are “restricted securities” and/or “control securities” under the Securities Act. The selling stockholders may resell any or all of the shares at any time while this prospectus is current.

Since we do not currently meet the registration requirements for the use of Form S-3, the amount of Common Stock which may be resold by means of this reoffer prospectus by each of the selling stockholders, and any other person with whom he is acting in concert for the purpose of selling our securities, must not exceed, in any three month period, the amount specified in Rule 144(e) promulgated under the Securities Act.

The following table sets forth certain information regarding the ownership of our Common Stock by the selling stockholders as of the date of this reoffer prospectus, and the number of shares of our Common Stock currently being offered by each selling stockholder pursuant to this reoffer prospectus. The information set forth in the following table regarding beneficial ownership after resale of securities assumes that the selling shareholders will sell all of the shares of Common Stock owned by that selling shareholder covered by this prospectus.

The inclusion in the table of the individuals named therein shall not be deemed to be an admission that any such individuals are “affiliates.” The address of each selling stockholder is c/o China Green Agriculture, Inc., 3rd Floor, Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065.

Name and Position	Number of Shares Beneficially Owned Prior to Offering		Number of Shares to be Offered by Selling Stockholder		Number of Shares Beneficially Owned After Completion of Offering		Percentage of Common Stock Owned After Completion of Offering(1)

Barry Raeburn, Director		25,000		25,000		0		0	%

Ying Yang, Chief Financial Officer		19,938		19,938		0		0	%

Henry Huan Chen, Former Chief Financial Officer		12,000		12,000		0		0	%

Yizhao Zhang, Director		5,681		5,681		0		0	%

Yu Hao, Director		25,356		25,356		0		0	%

Jie Ma, Employee		17,101		17,101		0		0	%

Xilong Wang, Employee		17,101		17,101		0		0	%

Ale Fan, Employee		4,952		4,952		0		0	%

Heng Song, Employee		4,952		4,952		0		0	%

Yufan Zhang, Employee		4,127		4,127		0		0	%

Jun Xu, Employee		4,127		4,127		0		0	%

Wanjiao Wang, Employee		4,127		4,127		0		0	%

Qiong Li, Employee		4,127		4,127		0		0	%

Zhi Li, Employee		4,127		4,127		0		0	%

Juan Liu, Employee		1,651		1,651		0		0	%

Lixiang Chen, Employee		1,651		1,651		0		0	%

Yingxia Ma, Employee		1,651		1,651		0		0	%

Yong Liu, Employee		1,651		1,651		0		0	%

Xiaoyan Huang, Employee		1,651		1,651		0		0	%

Yan Zhuang, Employee		1,651		1,651		0		0	%

Wei Pu, Employee		1,651		1,651		0		0	%

Mingli Wang, Employee		1,651		1,651		0		0	%

The purpose of this prospectus is to permit each selling stockholder and his or her pledgees, donees, transferees and other successors in interest (all of whom may be selling stockholders for purposes of this prospectus) to offer and resell all or a portion of the shares of Common Stock such selling stockholder has acquired upon exercise of the options he or she has received pursuant to his or her respective 2008 Instrument of Grant or 2008 Non-Qualified Stock Option Agreement or pursuant to the 2009 Equity Incentive Plan, as the case may be. The selling stockholders may also choose to dispose of all or a portion of the shares of Common Stock covered by this prospectus by gift to a third party or as a donation to a charitable or other nonprofit entity.

The sale of the Common Stock by any selling stockholder, including any donee, pledgee or other transferee who receives Common Stock from a selling stockholder, may be effected from time to time by selling shares directly to purchasers or to or through broker-dealers. In connection with any such sale, any such broker dealer may act as agent for the selling stockholder or may purchase from the selling stockholder all or a portion of the Common Stock as principal, and sales may be made pursuant to any of the methods described below. These sales may be made on any securities exchange on which our Common Stock is then traded, in the over-the-counter market, in negotiated transactions or otherwise at prices and at terms then prevailing or at prices related to the then current market prices or at prices otherwise negotiated.

•

block transactions (which may involve crosses) in which a broker dealer may sell all or a portion of such securities as agent but may position and resell all or a portion of the block as principal to facilitate the transaction;

•

purchases by a broker dealer, as principal, and resale by such broker dealer for its own account pursuant to a prospectus supplement;

•

a special offering, an exchange distribution or a secondary distribution in accordance with applicable rules promulgated by the Financial Industry Regulatory Authority (“FINRA”), or stock exchange rules;

•

ordinary brokerage transactions and transactions in which a broker dealer solicits purchasers;

•

sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise, for such securities; and

•

sales in other ways not involving market markers or established trading markets, including direct sales to purchasers.

In effecting sales, broker-dealers engaged by a selling stockholder may arrange for other broker-dealers to participate. Broker-dealers may receive commissions or other compensation from the selling stockholder in the form of commissions, discounts or concessions. Broker-dealers may also receive compensation from purchasers of the Common Stock for whom they act as agents or to whom they sell as principals or both. Compensation as to a particular broker dealer will be in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the type of transactions involved. No such broker dealer will receive compensation in excess of that permitted by the rules of FINRA. In no event will any broker dealer receive total compensation in excess of the maximum amount allowed by FINRA.

The distribution of the Common Stock covered by this prospectus also may be effected from time to time in one or more underwritten transactions at a fixed price or prices that may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Any such underwritten offering may be on a “best efforts” or a “firm commitment” basis. In connection with any underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or from purchasers of the common stock. Underwriters may sell the Common Stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents.

The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their Common Stock covered by this prospectus, nor is there any underwriter or coordinating broker dealer acting in connection with the proposed sale of Common Stock by the selling stockholders pursuant to this prospectus. We will file a supplement to this prospectus, if required, under Rule 424(b) under the Securities Act that will include any material information with respect to the plan of distribution not previously disclosed or any material change in such information. This supplement will disclose, among other information:

•	the names of the selling stockholders and of participating broker dealer(s);

•	the amount of Common Stock involved;

•	the price at which the Common Stock is to be sold;

•	the commissions paid or the discounts or concessions allowed to the broker dealer(s), where applicable;

•	that the broker dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in the prospectus; and

•	other facts material to the transaction.

The selling stockholders and any underwriters, or broker-dealers or agents that participate in the distribution of the Common Stock covered by this prospectus may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act, and any profit on the sale of the Common Stock by them and any discounts, commissions or concessions received by any such underwriters, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Because the selling stockholders may be deemed to be “underwriters” under the Securities Act, the selling stockholders will be subject to the prospectus delivery requirements of the Securities Act.

Except for the aggregate purchase price of the options still to be exercised by certain of the selling stockholders in connection with the sale of shares offered pursuant to this prospectus, we will not receive any of the proceeds from the sale of the shares covered by this prospectus. We are paying the expenses incurred in registering the shares of Common Stock covered by this prospectus and preparing this prospectus, but all selling and other expenses, including but not limited to any discounts, commissions and applicable transfer taxes incurred by each selling stockholder, will be borne by that selling stockholder.

From time to time, the selling stockholders may pledge their Common Stock pursuant to the margin provisions of their customer agreements with their brokers. Upon default by a selling stockholder, the broker may offer and sell such pledged Common Stock from time to time. Upon a sale of the Common Stock, the selling stockholders intend to comply with the prospectus delivery requirements under the Securities Act by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act that may be required in the event the selling stockholders default under any customer agreement with brokers.

The selling stockholders may resell all or a portion of the shares of Common Stock covered by this prospectus in open market transactions in reliance upon Rule 144 (as in effect at the time of sale) under the Securities Act, provided they meet the criteria and conform to the requirements of such rule. In addition, in accordance with General Instruction C to Form S-8, shares of Common Stock to be offered or resold by means of this prospectus by a selling stockholder may not exceed, during any three month period, the amount specified in Rule 144(e) under the Securities Act.

Our audited consolidated financial statements as of June 30, 2009 and 2008, and for each of the years in the three-year period ended June 30, 2009, appearing in our Form 10-K for the fiscal year ended June 30, 2009 and incorporated by reference into this prospectus, have been audited by Kabani & Company, Inc., an independent registered public accounting firm, as set forth in their report dated September 8, 2009. These financial statements have been incorporated by reference in reliance upon the report of such firm given upon the firm's authority as an expert in auditing and accounting.

We are subject to the informational requirements of the Exchange Act, which requires us to file reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information may be inspected at the public reference room of the Commission at Judiciary Plaza, 4350 Fifth Street N.W., Washington D.C. 20549. Copies of such material can be obtained from the facility at prescribed rates. Please call the Commission toll free at 1-800-SEC-0330 for information about its public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the Commission's Internet website at http://www.sec.gov or our website at http://www.cgagri.com. Information contained in our website is not part of this prospectus.

The following documents, and all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and shall be deemed to be a part hereof from the date of the filing of such documents:

The information required to be disclosed in the registration statement pertaining to our company is incorporated by reference from the documents listed as incorporated by reference above. Such documents are being delivered with this prospectus. See “Risk Factors” and “Incorporation of Certain Information by Reference.”

We maintain directors and officers insurance which, subject to certain exclusions, insures our directors and officers against certain losses that arise out of any neglect or breach of duty (including, but not limited to, any error, misstatement, act, or omission) by the directors or officers in the discharge of their duties, and insures us against amounts which we have paid or may become obligated to pay as indemnification to our directors and/or officers to cover such losses.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The following documents, and all documents subsequently filed by China Green Agriculture, Inc. (“we,” “us” or “our”) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:

You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless exhibits are specifically incorporated by reference into the information incorporated into this Registration Statement). Requests for such information should be addressed to:

(a) Subsection 1 of Section 78.7502 of the Nevada Corporation Law empowers a corporation to “indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.”

Subsection 2 of Section 78.7502 empowers a corporation to “indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.”

Subsection 3 of Section 78.7502 further provides that “to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter herein, he must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.”

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Exhibit No.		Description

5.1		Opinion of Pryor Cashman LLP (regarding validity of common stock being registered).

10.1		China Green Agriculture, Inc. 2009 Equity Incentive Plan dated as of December 11, 2009, as amended.

23.1		Consent of Pryor Cashman LLP (included in its opinion filed as Exhibit 5.1).

23.2		Consent of Kabani & Company, Inc.

24.1		Power of Attorney (included in the signature page hereto).

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant hereby certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Xi’an, Shaanxi Province, People’s Republic of China on this 22nd day of December 2009.

KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and appoint Tao Li and Ying Yang, or either of them, his or her true and lawful attorney-in-facts and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) or supplements to this Registration Statement, or any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ Tao Li	Chairman of the Board of Directors	December 22,2009
Tao Li	and Chief Executive Officer
	(Principal Executive Officer)

/s/ Ying Yang	Chief Financial Officer	December 22,2009
Ying Yang	(Principal Financial and
	Accounting Officer)

/s/ Yu Hao	Director	December 22,2009
Yu Hao

/s/ Lianfu Liu	Director	December 22,2009
Lianfu Liu

/s/ Yizhao Zhang	Director	December 22,2009
Yizhao Zhang

//s/ Barry Raeburn	Director	December 22,2009
Barry Raeburn

Exhibit No.		Description

5.1		Opinion of Pryor Cashman LLP (regarding validity of common stock being registered).

10.1		China Green Agriculture, Inc. 2009 Equity Incentive Plan dated as of December 11, 2009, as amended.

23.1		Consent of Pryor Cashman LLP (included in its opinion filed as Exhibit 5.1).

23.2		Consent of Kabani & Company, Inc.

24.1		Power of Attorney (included in the signature page hereto).

Nevada	36-3526027
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

3rd 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)

	Large accelerated filer	¨	Accelerated filer ¨
	Non-accelerated filer	¨	Smaller reporting company ý

CHINA GREEN AGRICULTURE, INC.

By:	/s/ Tao Li
	Name: Tao Li
	Title: Chief Executive Officer