CHINA GREEN AGRICULTURE, INC. (NYSE:CGA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On January 1, 2017, China Green Agriculture, Inc., a Nevada
corporation (the Company or CGA), through its wholly-owned
subsidiary Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd.,
a company organized under the laws of the Peoples Republic of
China (Jinong), as authorized by the board of directors of the
Company and Jinong, entered into (i) Strategic Acquisition
Agreements (the SAA), and (ii) Agreements for Convertible Notes
(the ACN), with the shareholders of the companies as listed below
(the Targets). The transaction represented by the SAA, ACN and
the VIE Agreements as defined below are collectively referred to
as the Strategic Acquisitions.

to the SAA and the ACN, the shareholders of the Targets, while be
in possession of the equity interests and will continue to be the
legal owners of such interests, agreed to pledge and entrust all
of their equity interests, including the proceeds thereof but
excluding any claims or encumbrances, and the operations and
management of its business to Jinong, in exchange of an
aggregated amount of RMB8,000,000 (approximately $1,152,000) to
be paid by Jinong within three days following the execution of
the SAA, ACN and the VIE Agreements, and convertible notes with
an aggregated face value of RMB12,000,000 (approximately
$1,728,000) with an annual fixed compound interest rate of 3% and
term of three years.

The SAA contains representations and warranties by both Jinong
and the shareholders of the Targets including:

Should the shareholders of the Targets fail to satisfy the
conditions listed in the exhibit to the SAA, i.e., the entry into
the VIE Agreements, as defined below or are in breach of any
representations or warranties in the SAA, other than the direct
and consequential damages that may cause to Jinong, they shall
pay RMB100,000 (approximately $14,400) as a breach make up.

The shareholders of the Targets agree and ensure its main
management members and technology persons to agree and enter into
Non-Compete Agreements which shall prohibit any direct or
indirect operation, holding of equity interests of the same or
similar business of the Targets, its customers or suppliers,
unless the operation of such an entity is through the Targets.

The equity interests of the Targets do not have any form of
Claims or Encumbrances, as such terms are defined in the SAA. The
shareholders of the Targets represented that there is no action,
suit, arbitration, or legal proceeding pending or, currently
threatened against the Targets that would have a material adverse
effect on the Targets capacity to fulfill their contractual
obligations. The Targets shall have a minimum of 10% of annual
compound growth rate (the Growth Rate) within the three (3) years
after the closing of the Strategic Acquisitions (the Closing).

According to the SAA, all the existing employees will continue to
be the employees of the Targets after the Closing based on the
current employment terms, subject to the decisions from the new
board of the Targets to be formed after the Closing.

Under the ACN, each convertible note (or note, as referred to
below) has a face value of RMB100 with a term of three years and
an annual fixed compound interest rate of 3%. The convertible
notes take priority over the preferred stock and common stock of
Jinong, and any other class or series of capital stocks Jinong
issues in the future in terms of interests and payments in the
event of any liquidation, dissolution or winding up of Jinong. On
or after the third anniversary of the issuance date of the note,
which would be January 1^st, 2020 (the Mature Date),
noteholders may request Jinong to process the note conversion
through mechanics of conversion chosen by Jinong. The noteholder
shall not have Jinong convert the note prior to the Mature Date
and Jinong may decline the conversion if the noteholder requests
so. If the note is converted into the common stock of CGA, the
noteholder will become the holders of the common stock of CGA.

The per share conversion price of the note is the higher of the
following: (i) $5.00 per share or (ii) 75% of the closing price
of CGAs on the date the noteholder delivers the conversion
notice.

If the profits of the Targets hit certain level of sales target
set by the parties, i.e., the Growth Rate, Jinong may at its
discretion, convert the notes to (i) cash , (ii) equity of CGA,
or (iii) to a combination of cash and equity of CGA, in the
amount of the face value of the notes with compound interest for
three years.

Upon the arrival of the Mature Date of the note, the noteholder
can (i) requests Jinong to convert all or a part of the note;
(ii) continue to hold the note until such a holder delivers a
conversion request at his/her will; however, if the holder
chooses to hold the note after the Mature Date, no interests
shall accrue on the note after the three year term.

In the event that the behavior of the Targets or noteholders
materially impair Jinong or, if the annual compounded rate for
sales within the three years following the acquisition of any of
the Targets by Jinong fail to achieve the sales target listed in
the SAA, or the Growth Rate, Jinong may request noteholders to
redeem the shares they hold of the Targets with (i) amount
represented by the convertible notes including the accrued
interests and the cash payment Jinong made on the Closing of the
Strategic Acquisition and (ii) 15% of the amount under (i)
mentioned immediately prior to this item. However, the noteholder
can elect to offset the payment of the interests of the note by
the annual increase rate the Targets realizes, despite a lower
rate.

Jinong, the Targets, and the shareholders of the Targets also
entered into a series of contractual agreements for the Targets
to qualify as variable interest entities or VIEs (the VIE
Agreements). The VIE Agreements are as follows:

Entrusted Management Agreements

to the terms of certain Entrusted Management Agreements dated
January 1, 2017, between Jinong and the shareholders of the
Targets (the Entrusted Management Agreements), the Targets and
their shareholders agreed to entrust the operations and
management of its business to Jinong. According to the Entrusted
Management Agreement, Jinong possesses the full and exclusive
right to manage the Targets operations, assets and personnel, has
the right to control all of the Targets’ cash flows through an
entrusted bank account, is entitled to the Targets’ net profits
as a management fee, is obligated to pay all of the Targets
payables and loan payments, and bears all losses of the Targets.
The Entrusted Management Agreements will remain in effect until
(i) the parties mutually agree to terminate the agreement; (ii)
the dissolution of the Targets; or (iii) Jinong acquires all of
the assets or equity of the Targets (as more fully described
below under Exclusive Option Agreements).

Exclusive Technology Supply Agreements

to the terms of certain Exclusive Technology Supply Agreements
dated January 1, 2017, between Jinong and the Targets (the
Exclusive Technology Supply Agreements), Jinong is the exclusive
technology provider to the Targets. The Targets agreed to pay
Jinong all fees payable for technology supply prior to making any
payments under the Entrusted Management Agreement. The Exclusive
Technology Supply Agreements shall remain in effect until (i) the
parties mutually agree to terminate the agreement; (ii) the
dissolution of the Targets; or (iii) Jinong acquires the Targets
(as more fully described below under Exclusive Option
Agreements).

Shareholders Voting Proxy Agreements

to the terms of certain Shareholders Voting Proxy Agreements
dated January 1, 2017, among Jinong and the shareholders of the
Targets (the Shareholders Voting Proxy Agreements), the
shareholders of the Targets irrevocably appointed Jinong as their
proxy to exercise on such shareholders behalf all of their voting
rights as shareholders to PRC law and the Articles of Association
of the Targets, including the appointment and election of
directors of the Targets. Jinong agreed that it shall maintain a
board of directors, the composition of which will be the members
of the Board of CGA. The Shareholders Voting Proxy Agreements
will remain in effect until Jinong acquires all of the assets or
equity of the Targets.

Exclusive Option Agreements

to the terms of certain Exclusive Option Agreements dated January
1, 2017, among Jinong, the Targets, and the shareholders of the
Targets (the Exclusive Option Agreements), the shareholders of
the Targets granted Jinong an irrevocable and exclusive purchase
option (the Option) to acquire the Targets equity interests
and/or remaining assets, but only to the extent that the
acquisition does not violate limitations imposed by PRC law on
such transactions. The Option is exercisable at any time at
Jinongs discretion so long as such exercise and subsequent
acquisition of the Targets does not violate PRC law. The
consideration for the exercise of the Option is to be determined
by the parties and memorialized in the future by definitive
agreements setting forth the kind and value of such
consideration. Jinong may transfer all rights and obligations
under the Exclusive Option Agreements to any third parties
without the approval of the shareholders of the Targets so long
as a written notice is provided. The Exclusive Option Agreements
may be terminated by mutual agreements or by 30 days written
notice by Jinong.

Equity Pledge Agreements

to the terms of certain Equity Pledge Agreements dated January 1,
2017, among Jinong and the shareholders of the Targets (the
Pledge Agreements), the shareholders of the Targets pledged all
of their equity interests in the Targets to Jinong, including the
proceeds thereof, to guarantee all of Jinong’s rights and
benefits under the Entrusted Management Agreements, the Exclusive
Technology Supply Agreements, the Shareholder Voting Proxy
Agreements and the Exclusive Option Agreements. Prior to
termination of the Pledge Agreements, the pledged equity
interests cannot be transferred without Jinong’s prior written
consent. The Pledge Agreements may be terminated only upon the
written agreement of the parties.

Non-Compete Agreements

to the terms of certain Non-Compete Agreements dated January 1,
2017, among Jinong and the shareholders of the Targets (the
Non-Compete Agreements), the shareholders of the Targets agreed
that during the period beginning on the initial date of their
services with Jinong, and ending five (5) years after termination
of their services with Jinong, without Jinongs prior written
consent, they will not provide services or accept positions
including but not limited to partners, directors, shareholders,
managers, proxies or consultants, provided by any profit making
organizations with businesses that may compete with Jinong. They
will not solicit or interfere with any of the Jinongs customers,
or solicit, induce, recruit or encourage any person engaged or
employed by Jinong to terminate his or her service or engagement.
In the event that the shareholders of the Targets breach the
non-compete obligations contained therein, Jinong is entitled to
all loss and damages; in the event that the damages are difficult
to determine, remedies bore the shareholders of the Targets shall
be no less than 50% of the salaries and other expenses Jinong
provided in the past.

About CHINA GREEN AGRICULTURE, INC. (NYSE:CGA)

China Green Agriculture, Inc. is engaged in the research, development, production and sale of various types of fertilizers and agricultural products in the People’s Republic of China (PRC) through its Chinese subsidiaries, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (Jinong) and Beijing Gufeng Chemical Products Co., Ltd. (Gufeng), and its variable interest entity (VIE), Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (Yuxing). The Company’s segments include Jinong (fertilizer production), Gufeng (fertilizer production) and Yuxing (agricultural products production). The Company’s primary business is of fertilizer products, specifically humic acid-based compound fertilizer produced through Jinong, and compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizers, water-soluble fertilizers and mixed organic-inorganic compound fertilizer produced through Gufeng.

CHINA GREEN AGRICULTURE, INC. (NYSE:CGA) Recent Trading Information

CHINA GREEN AGRICULTURE, INC. (NYSE:CGA) closed its last trading session down -0.02 at 1.26 with 24,888 shares trading hands.