SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* To Yinshing David (Last) (First) (Middle) 45 OLD MILLSTONE DR, UNIT 6 (Street) EAST WINDSOR NJ 08520 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/26/2007	3. Issuer Name and Ticker or Trading Symbol China Green Agriculture, Inc. [ CGAG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,241,893	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Among the 10,241, 893 shares of Common Stock: (i) 6,535,676 shares of Common Stock are Earn In Shares pursuant to an agreement between Mr. Li and Mr. To which Mr. Li has the right to buy and Mr. To has the obligation to sell as more described under Item 1.01 of the report on Form 8-K, dated 1/2/2008. Moreover, pursuant to a Voting Trust Agreement by and between Mr. Li and Mr. To, dated December 26, 2007, Mr. Li is to have the voting power on the Earn In Shares on all matters from the date of the Voting Trust Agreement. In addition, the 6,535,676 shares are subject to a lockup period of approximately eighteen months during which no sale, pledge or other disposal on those shares can be made pursuant to a lockup agreement among the two persons and the Company filed as exhibit 10.5 of the 8-K. (ii) 3,156,808 shares of Common Stock are placed in an escrow account pursuant to the Make Good Escrow Agreement by and among the Company, Mr. To, the investors and the escrow agent named therein. In the event that the Company does not achieve the 2009 earnings targets therein, the 3,156,808 shares of Common Stock will be conveyed to the investors for no additional consideration. In the event that the Company meets the 2009 earnings targets, the 3,156,808 shares will be transferred to Mr. Li; and (iii) Mr. To is the beneficial owner 549,409 shares of Common Stock.

	Darren Ofsink, Esq. Attorney-In-Fact	02/22/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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