S-8

As Filed with the Securities and Exchange Commission on March 25, 2016

Registration No.: 333-______

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHINA GREEN AGRICULTURE, INC.

(Exact Name of Registrant as Specified in its Charter)

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, PRC	710065
(Address of Principal Executive Offices)	(Zip Code)

2009 Equity Incentive Plan

2012 Amended and Restated Employee Stock Purchase Plan

(Full Title of the Plan)

Mr. Ken Ren

Chief Financial Officer

3rd floor, Borough A, Block A. No. 181,

South Taibai Road, Xi’an, Shaanxi province, PRC 710065

(Name and Address of Agent for Service)

+86-29-88266368

(Telephone Number, Including Area Code, of Agent for Service)

Copy To:

Elizabeth Fei Chen, Esq.

Pryor Cashman LLP

7 Times Square

New York, New York 10036

(212) 421-4100

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):

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

CALCULATION OF REGISTRATION FEE

		Proposed		Proposed
		Maximum		Maximum
		Offering		Aggregate		Amount of
Title of Each Class of	Amount to	Price Per		Offering		Registration
Securities to be Registered	be Registered(1)	Share(2)		Price(2)		Fee
Common Stock, $.001 par value per share	3,000,000 shares	$	1.29	$	3,870,000	$	389.71
Common Stock, $.001 par value per share	1,250,000 shares	$	1.29	$	1,612,500	$	162.38
Common Stock, $.001 par value per share	359,052 shares	$	1.29	$	463,177	$	46.64
Total	4,609,052 shares	$	1.29	$	5,945,677	$	598.73

(1) Represents (i) 3,000,000 additional shares of common stock, par value $0.001 per share (the “Common Stock”) issuable under our 2009 Equity Incentive Plan, dated as of December 11, 2009, as amended, approved in the annual shareholders meeting on June 29, 2015, (ii) 1,250,000 additional shares of Common Stock issuable under the Third Amended and Restated Employee Stock Purchase Plan dated as of May 15, 2015 (the “Third Amended ESPP”), and (iii) 359,052 additional shares of Common Stock, or one annual increase added on July 1, 2015, in an amount equal to one percent of the Company’s outstanding shares of the Common Stock on such date, pursuant to Section 3(a), the “evergreen” provision contained in the Third Amended ESPP. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), 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 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 March 24, 2016.

EXPLANATORY NOTE

China Green Agriculture, Inc. (the “Company”, “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) 3,000,000 additional shares of the Common Stock issuable under our 2009 Equity Incentive Plan, dated as of December 11, 2009, as most recently amended on June 29, 2015 (the “2009 Plan”); (ii) 1,609,052 additional shares of the Common Stock issuable under the Third Amended and Restated Employee Stock Purchase Plan, dated as of May 15, 2015 (the “Third Amended ESPP”), including 359,052 additional shares of Common Stock, or one annual increase added on July 1, 2015, in an amount equal to one percent of the Company’s outstanding shares of the Common Stock on such date, pursuant to Section 3(a), or the “evergreen” provision contained in the Third Amended ESPP.

We filed a registration statement on Form S-8 on July 22, 2013 (File Number 333-190075) with 3,000,000 shares of Common Stock under the 2009 Plan and the 1,250,000 shares of Common Stock under the 2012 Amended and Restated Employee Stock Purchase Plan, dated October 19, 2012 (the “First Amended ESPP”). We later filed a registration statement on Form S-8 on October 24, 2014 (File Number 333-199590) with 3,000,000 shares of Common Stock under the 2009 Plan, the 1,873,059 shares of Common Stock under the Second Amended and Restated Employee Stock Purchase Plan, dated September 29, 2014 (the “Second Amended ESPP”), and 623,059 additional shares of Common Stock, or two annual increases added on July 1, 2013 and 2014, in an amount equal to one percent of the Company’s outstanding shares of the Common Stock on each such date, pursuant to Section 3(a), or the “evergreen” provision contained in the Second Amended ESPP. In accordance with General Instruction E to Form S-8, the contents of the such prior registration statements are hereby incorporated by reference.

PART I

INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

The documents containing the information required by Part I of Form S-8 will be sent or given to the participants in the 2009 Plan or the Third Amended ESPP, as the case may be, 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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, and all documents we subsequently file 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:

(1) the description of our common stock contained in our Registration Statement on Form 8-A filed with the Commission on December 3, 2009, including any amendment or report filed for the purpose of updating such information;

(2) our Annual Report on Form 10-K for the fiscal year ended June 30, 2015, filed with the Commission on September 17, 2015;

(3) our Quarterly Reports on Form 10-Q for the fiscal quarter ended September 30, 2015 and December 31, 2015, as filed with the Commission on November 13, 2015 and February 5, 2016;

(4) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (2) above.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement.

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:

China Green Agriculture, Inc.

Investors Relations

+86-29-88266368

3rd floor, Borough A, Block A. No. 181,

South Taibai Road, Xi’an, Shaanxi province, PRC 710065

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Company is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such, is as follows:

(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.”

(b) The Articles of Incorporation of the Company generally allows indemnification of officers and directors to the fullest extent allowed by law.

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 Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Reference is hereby made to the Exhibit Index, which is incorporated herein by reference.

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(a) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

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.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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.

SIGNATURES

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 25^th day of March 2016.

CHINA GREEN AGRICULTURE, INC.
By:	/s/ Tao Li
Name:	Tao Li
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and appoint Tao Li and Ken Ren, or either of them, his true and lawful attorney-in-facts and agents, 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.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Tao Li	Chairman of the Board of Directors	March  25, 2016
Tao Li	and Chief Executive Officer
	(Principal Executive Officer)
/s/ Ken Ren	Chief Financial Officer	March  25, 2016
Ken Ren	(Principal Financial and
	Accounting Officer)
/s/ Ale Fan	Director	March  25, 2016
Ale Fan
/s/ Lianfu Liu	Director	March  25, 2016
Lianfu Liu
/s/ Jianlei Shen	Director	March  25, 2016
Jianlei Shen
/s/ Yiru Shi	Director	March  25, 2016
Yiru Shi

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Pryor Cashman LLP (regarding validity of common stock being registered).*
10.1	2009 Equity Incentive Plan of China Green Agriculture, Inc. dated December 11, 2009 (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed with the Commission on December 22, 2009).
10.2	Amendment to 2009 Equity Incentive Plan of China Green Agriculture, Inc. dated October 29, 2012 (incorporated herein by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on October 29, 2012).
10.3	Amendment No. 2 to 2009 Equity Incentive Plan of China Green Agriculture, Inc. dated October 25, 2013 (incorporated herein by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on October 28, 2013).
10.4	Amendment No. 3 to 2009 Equity Incentive Plan of China Green Agriculture, Inc. dated May 15, 2015 (incorporated herein by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed with the Commission on May 15, 2015).
10.5	2012 Employee Stock Purchase Plan dated August 9, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on August 15, 2012)
10.6	2012 Amended and Restated Employee Stock Purchase Plan dated October 19, 2012 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Commission on November 19, 2012).
10.7	The Second Amended and Restated Employee Stock Purchase Plan dated September 29, 2014 (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-8 filed with the Commission on October 24, 2014).
10.8	The Third Amended and Restated Employee Stock Purchase Plan dated May 15, 2015*
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).

*Exhibits filed herewith. 

EX-5.1

Exhibit 5.1

March 25, 2016

China Green Agriculture, Inc.

3rd floor, Borough A, Block A. No. 181,

South Taibai Road, Xi’an, Shaanxi province, PRC 710065

Re: Registration Statement on Form S-8 of up to 4,609,052 shares

of Common Stock of China Green Agriculture, Inc.

Ladies and Gentlemen:

We are acting as counsel to China Green Agriculture, Inc., a Nevada corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to the registration of (i) 3,000,000 additional shares (the “Additional 2009 Plan Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company issuable pursuant to the Company’s 2009 Equity Incentive Plan, dated as of December 11, 2009, as most recently amended on June 29, 2015 (the “2009 Plan”), and (ii) 1,609,052 additional shares (the “Additional ESPP Shares”) of Common Stock issuable pursuant to the Company’s Third Amended and Restated Employee Stock Purchase Plan dated as of May 15, 2015 (the “Third Amended ESPP”, and together with the 2009 Plan, the “Plans”), including 359,052 shares, or one annual increase added on July 1, 2015, in an amount equal to one percent of the Company’s outstanding shares of the Common Stock on such date, pursuant to Section 3(a), the “evergreen” provision contained in the Third Amended ESPP.

In connection therewith and for the purposes of giving the opinion hereinafter set forth, we have examined the originals, or photostatic or certified copies, of such records of the Company, such certificates of officers of the Company and of public officials and such other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to matters of fact material to the opinion set forth below, we have relied, without independent verification, on the certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Registered Shares, as defined below, are issued.

Upon the basis of such examination, and in reliance thereon, and subject to the assumptions stated, we are of the opinion that the Additional 2009 Plan Shares and the Additional ESPP Shares (collectively, a total of 4,609,052 shares of the Common Stock, the “Registered Shares”) have been duly authorized by all necessary corporate action, and, when issued and delivered in accordance with the 2009 Plan (for the Additional 2009 Plan Shares) or when issued and delivered against payment therefor in accordance with the Third Amended ESPP (for the Additional ESPP Shares), the Registered Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the laws of the State of Nevada applicable to Private Corporations (Title 7, Chapter 78 of the Nevada Revised Statutes) (“Nevada Corporate Law”) and the federal laws of the United States of America and are as of the date hereof.We are not admitted to practice in the State of Nevada; however, we are generally familiar with Nevada Corporate Law as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of Nevada Corporate Law and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.

This opinion letter is rendered as of the date first written above, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans, or the Registered Shares.

Very truly yours,

/s/ Pryor Cashman LLP

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EX-10.8

Exhibit 10.8

CHINA GREEN AGRICULTURE, INC.

THE THIRD AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

Approved by the Board of Directors on May 15, 2015

1. Purpose.

(a)  The purpose of the Third Amended and Restated Employee Stock Purchase Plan (the "Plan") is to provide a means by which employees, who are not U.S. Persons of China Green Agriculture, Inc., a Nevada corporation (the "Company"), and its Affiliates, as defined in Section 1(b), which are designated as provided in Section 2(b), may be given an opportunity to purchase stock of the Company.

(b)  The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company. The word "U.S. Persons" as used in the Plan means any natural person resident in the United States.

(c)  The Company, by means of the Plan, seeks to retain the services of its employees, to secure and retain the services of new employees, and to provide incentives for such persons to exert maximum efforts for the success of the Company.

2. Administration.

(a)  The Plan shall be administered by the Board of Directors (the "Board") of the Company unless and until the Board delegates administration to a Committee, as provided in Section 2(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

(b)  The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine when and how rights to purchase stock of the Company shall be granted and the provisions of each offering of such rights (which need not be identical).

(ii) To designate from time to time which Affiliates of the Company shall be eligible to participate in the Plan.

(iii) To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

1

(iv) To amend, suspend or terminate the Plan as provided in Sections 12 and 14.

(v) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and its Affiliates.

(c)  The Board may delegate administration of the Plan to a Committee (the "Committee") composed solely of two (2) or more Non-Employee Directors (as defined in Rule 16b-3 under the Securities Exchange Act of 1934). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. Any later references to “the Board” in this document are deemed to include the Committee.

(d)  Any interpretation of the Plan by the Board of any decision made by it under the Plan shall be final and binding on all persons.

3. Shares Subject to the Plan.

(a)  Subject to the provisions of Section 11 relating to adjustments upon changes in stock, the stock that may be sold pursuant to rights granted under the Plan shall not exceed in the aggregate Three Million Seven Hundred Fifty Thousand (3,750,000) of the Company’s common stock, par value $0.001 per share (the "Common Stock") plus an annual increase to be added on July 1 of each year, commencing in 2013 and ending on (and including) July 1, 2023, in an amount equal to one percent of the Company's outstanding shares of Common Stock on each such date (rounded to the nearest whole share and calculated on a fully diluted basis, that is assuming the exercise of all outstanding stock options and warrants to purchase common stock). If any right granted under the Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such right shall again become available for the Plan.

(b)  The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

4. Grant of Rights; Offering.

(a)  The Board or the Committee may from time to time grant or provide for the grant of rights to purchase Common Stock of the Company under the Plan to eligible employees (an "Offering") on a date or dates (the "Offering Date(s)") selected by the Board or the Committee. Each Offering shall be in such form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering shall be effective, which period shall not exceed 5 years beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

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(b)  If an employee has more than one (1) right outstanding under the Plan, unless he or she otherwise indicates in agreements or notices delivered hereunder, a right with a lower exercise price (or an earlier-granted right if two (2) rights have identical exercise prices), shall be exercised to the fullest possible extent before a right with a higher exercise price (or a later-granted right if two (2) rights have identical exercise prices) shall be exercised.

5. Eligibility.

(a)  Rights may be granted only to employees of the Company, who are not U.S. Persons or, as the Board or the Committee may designate as provided in Section 2(b), to employees of any Affiliate of the Company, who are not U.S. Persons. Except as provided in Section 5(b), an employee of the Company or any Affiliate shall not be eligible to be granted rights under the Plan unless, on the Offering Date, such employee has been in the employ of the Company or any Affiliate for such continuous period preceding such grant as the Board or the Committee may require.

(b)  The Board or the Committee may provide that each person who, during the course of an Offering, first becomes an eligible employee of the Company or designated Affiliate will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an eligible employee or occurs thereafter, receive a right under that Offering, which right shall thereafter be deemed to be a part of that Offering. Such right shall have the same characteristics as any rights originally granted under that Offering, as described herein, except that:

(i) the date on which such right is granted shall be the "Offering Date" of such right for all purposes, including determination of the exercise price of such right;

(ii) the period of the Offering with respect to such right shall begin on its Offering Date and end coincident with the end of such Offering; and

(iii) the Board or the Committee may provide that if such person first becomes an eligible employee within a specified period of time before the end of the Offering, he or she will not receive any right under that Offering.

(c)  Officers, who are not U.S. Persons of the Company and any designated Affiliate shall be eligible to participate in Offerings under the Plan.

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6. Rights; Purchase Price.

(a)  On each Offering Date, each eligible employee, pursuant to an Offering made under the Plan, shall be granted the right to purchase certain number of shares of Common Stock of the Company equal to (a) the number of shares purchasable with a percentage designated by the Board or the Committee not exceeding fifty percent (50%) of such employee's Earnings (as defined in Section 7(a)) during the period which begins on the Offering Date (or such later date as the Board or the Committee determines for a particular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering; and (b) such additional number of shares as such employee may notify the Company that he or she wishes to purchase. Each eligible employee may elect to contribute cash to participate in such Offering in addition to or in lieu of payroll deduction. The Board or the Committee shall establish one (1) or more dates during an Offering (the "Purchase Date(s)") on which rights granted under the Plan shall be exercised and purchases of Common Stock carried out in accordance with such Offering.

(b)  In connection with each Offering made under the Plan, the Board or the Committee may specify a maximum number of shares that may be purchased by any employee as well as a maximum aggregate number of shares that may be purchased by all eligible employees pursuant to such Offering. In addition, in connection with each Offering that contains more than one (1) Purchase Date, the Board or the Committee may specify a maximum aggregate number of shares which may be purchased by all eligible employees on any given Purchase Date under the Offering. If the aggregate purchase of shares upon exercise of rights granted under the Offering would exceed any such maximum aggregate number, the Board or the Committee shall make a pro rata allocation of the shares available in as nearly a uniform manner as shall be practicable and as it shall deem to be equitable.

(c)  The purchase price of the stock acquired pursuant to rights granted under the Plan shall not be less than the fair market value of the stock on the Purchase Date.

7. Participation; Withdrawal; Termination.

(a)  An eligible employee may become a participant in the Plan pursuant to an Offering by delivering an enrollment agreement to the Company within the time specified in the Offering, in such form as the Company provides. Each such agreement shall authorize payroll deductions of up to the maximum percentage specified by the Board or the Committee of such employee's Earnings during the Offering. An eligible employee, in addition to or in lieu of the payroll deduction, may elect to participate the Offering by contributing cash on the Purchase Date. "Earnings" is defined as an employee's regular salary or wages (including amounts thereof elected to be deferred by the employee, that would otherwise have been paid, under any arrangement established by the Company), and also, if determined by the Board or the Committee and set forth in the terms of the Offering, may include any or all of the following: (i) overtime pay, (ii) commissions, (iii) bonuses, incentive pay, profit sharing and other remuneration paid directly to the employee, and/or (iv) other items of remuneration not specifically excluded pursuant to the Plan. Earnings shall not include the cost of employee benefits paid for by the Company or an Affiliate, education or tuition reimbursements, imputed income arising under any group insurance or benefit program, traveling expenses, business and moving expense reimbursements, income received in connection with stock options, contributions made by the Company or an Affiliate under any employee benefit plan, and similar items of compensation, as determined by the Board or the Committee. Notwithstanding the foregoing, the Board or Committee may modify the definition of "Earnings" with respect to one or more Offerings as the Board or Committee determines appropriate. The payroll deductions made for each participant shall be credited to an account for such participant under the Plan and shall be deposited with the general funds of the Company. A participant may reduce (including to zero) or increase such payroll deductions, and an eligible employee may begin such payroll deductions, after the beginning of any Offering only as provided for in the Offering.

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(b)  At any time during an Offering, a participant may terminate his or her payroll deductions under the Plan and withdraw from the Offering by delivering to the Company a notice of withdrawal in such form as the Company provides. Such withdrawal may be elected at any time prior to the end of the Offering except as provided by the Board or the Committee in the Offering. Upon such withdrawal from the Offering by a participant, the Company shall distribute to such participant all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the participant) under the Offering, without interest, and such participant's interest in that Offering shall be automatically terminated. A participant's withdrawal from an Offering will have no effect upon such participant's eligibility to participate in any other Offerings under the Plan but such participant will be required to deliver a new enrollment agreement in order to participate in subsequent Offerings under the Plan.

(c)  Rights granted pursuant to any Offering under the Plan shall terminate immediately upon cessation of any participating employee's employment with the Company and any designated Affiliate, for any reason, and the Company shall distribute to such terminated employee all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the terminated employee), under the Offering, without interest.

(d)  Rights granted under the Plan shall not be transferable by a participant other than by will or the laws of descent and distribution, or by a beneficiary designation as provided in Section 13, and during a participant's lifetime, shall be exercisable only by such participant.

8. Exercise.

(a)  On each Purchase Date specified in the relevant Offering, each participant's accumulated payroll deductions and other additional payments specifically provided for in the Offering (without any increase for interest) shall be applied to the purchase of whole shares of stock of the Company, up to the maximum number of shares permitted pursuant to the terms of the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares shall be issued upon the exercise of rights granted under the Plan. The amount, if any, of accumulated payroll deductions remaining in each participant's account after the purchase of shares which is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering shall be held in each such participant's account for the purchase of shares under the next Offering under the Plan, unless such participant withdraws from such next Offering, as provided in Section 7(b), or is no longer eligible to be granted rights under the Plan, as provided in Section 5, in which case such amount shall be distributed to the participant after such final Purchase Date, without interest.

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(b)  No rights granted under the Plan may be exercised to any extent unless the shares to be issued upon such exercise under the Plan (including rights granted thereunder) are covered by an effective registration statement pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Plan is in material compliance with all applicable state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date in any Offering hereunder the Plan is not so registered or in such compliance, no rights granted under the Plan or any Offering shall be exercised on such Purchase Date, and the Purchase Date shall be delayed until the Plan is subject to such an effective registration statement and such compliance, except that (i) there is an available exemption for the exercise of the purchase right, and/or (ii) the Purchase Date shall not be delayed more than 5 years from the Offering Date. If on the Purchase Date of any Offering hereunder, as delayed to the maximum extent permissible, the Plan is not registered and in such compliance, no rights granted under the Plan or any Offering shall be exercised and all payroll deductions accumulated during the Offering (reduced to the extent, if any, such deductions have been used to acquire stock) shall be distributed to the participants, without interest.

9. Use of Proceeds from Stock.

Proceeds from the sale of stock pursuant to rights granted under the Plan shall constitute general funds of the Company.

10. Rights as a Stockholder.

A participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to rights granted under the Plan unless and until the participant's shareholdings acquired upon exercise of rights under the Plan are recorded in the books of the Company (or its transfer agent).

11. Adjustments upon Changes in Stock.

(a)  If any change is made in the stock subject to the Plan, or subject to any rights granted under the Plan (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan and outstanding rights may, in the sole discretion of the Board or the Committee, be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding rights. Such adjustments, if any, shall be made by the Board or the Committee, the determination of which shall be final, binding and conclusive.

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(b)  In the event of: (1) a dissolution or liquidation of the Company; (2) a sale of all or substantially all of the assets of the Company; (3) a merger or consolidation in which the Company is not the surviving corporation; (4) a reverse merger in which the Company is the surviving corporation but the shares of the Company's Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; (5) the acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors; or (6) the individuals who, as of the date of the adoption of this Plan, are members of the Board (the "Incumbent Board") cease for any reason to constitute at least fifty percent (50%) of the Board; then the Incumbent Board, in its sole discretion, may take any action or arrange for the taking of any action among the following: (i) any surviving or acquiring corporation may assume outstanding rights or substitute similar rights for those under the Plan, (ii) such rights may continue in full force and effect, or (iii) all participants' accumulated payroll deductions may be used to purchase Common Stock immediately prior to or within a reasonable period of time following the transaction described above and the participants' rights under the ongoing Offering terminated. For purposes of this Section 11, if the election, or nomination for election by the Company's stockholders, of a new director was approved by a vote of at least fifty percent (50%) of the members of the Board then comprising the Incumbent Board, such new director shall upon his or her election be considered a member of the Incumbent Board.

12. Amendment of the Plan or Offerings.

(a)  The Board at any time, and from time to time, may amend the Plan or the terms of one or more Offerings. Except as provided in Section 11 relating to adjustments upon changes in stock, however, no amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment, if the amendment will:

(i) Modify the provisions as to eligibility for participation in the Plan or an Offering (to the extent such modification requires stockholder approval in order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code (or any comparable successor provisions)); or

(ii) Modify the Plan or an Offering in any other way if such modification requires stockholder approval in order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code.

(b)  The Board may, in its sole discretion, submit any amendment to the Plan or an Offering for stockholder approval.

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13. Designation of Beneficiary.

(a)  A participant may file a written designation of a beneficiary who is to receive any shares and cash, if applicable, from the participant's account under the Plan in the event of such participant's death subsequent to the end of an Offering but prior to delivery to the participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death during an Offering.

(b)  Such designation of beneficiary may be changed by the participant at any time by written notice in the form prescribed by the Company. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living (or if an entity, is otherwise in existence) at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares and/or cash to the spouse or to any one (1) or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may determine.

14. Termination or Suspension of the Plan.

(a)  The Board in its discretion, may suspend or terminate the Plan and/or any Offering at any time. The Plan shall automatically terminate if all the shares subject to the Plan pursuant to Section 3(a) are issued. No rights may be granted under the Plan while the Plan is suspended or after it is terminated.

(b)  If the Plan or an Offering is terminated, on the date of such termination all outstanding options and rights granted pursuant to the Plan, or the Offering, as applicable, will immediately expire and the Company shall distribute to each affected employee all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the affected employee), without interest; provided, however, that the Board may, in its sole discretion, provide that the date of termination of the Plan or an Offering shall constitute a Purchase Date under, in the case of (a) Plan termination, any or all outstanding Offerings, and (b) in the case of an Offering termination, the applicable Offering.

15. Effective Date of Plan.

The Plan shall become effective on the day on which the Board approves the Plan (the "Effective Date").

16. Choice of Law.

All questions concerning the construction, validity and interpretation of this Plan shall be governed by the law of the State of New York, without regard to such state's conflict of laws rules.

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IN WITNESS WHEREOF, this Plan is adopted by the Company on this 15th day of May 2015.

CHINA GREEN AGRICULTURE, INC.
By:	/s/ Tao Li
	Name: Tao Li
	Title: President and CEO

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EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

China Green Agriculture, Inc.

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (the “Registration Statement”) pertaining to the 2009 Equity Incentive Plan of China Green Agriculture, Inc. (the “Company”), dated as of December 11, 2009, as most recently amended on June 29, 2015, and the Third Amended and Restated Employee Stock Purchase Plan of China Green Agriculture, Inc., dated as of May 15, 2015, of our report dated September 16, 2015 with respect to the consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2015, filed with the Securities and Exchange Commission on September 17, 2015.

/s/ KABANI & COMPANY, INC.

CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California

March 25, 2016