10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-K/A

(Amendment No. 1)

x           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009

or

¨  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

   For the transition period from _________ to _____________

Commission file number: 001-34260

CHINA GREEN AGRICULTURE, INC.

(Exact name of registrant as specified in its charter)

Nevada	36-3526027
(State or other jurisdiction of incorporation or organization)	(IRS Employer 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, Including Zip Code)

Registrant’s telephone number:  +86-29-88266368

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share	NYSE Amex

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

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.

Large accelerated filer o	Accelerated filer     o
Non-accelerated filer o Do not check if a smaller reporting company	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $20,902,260.54 as of December 31, 2008, based on the average bid and asked price ($2.67) of the Company’s common stock on such date as reported by the Over-the-Counter Bulletin Board.

The number of outstanding shares of the registrant’s common stock on September 3, 2009 was 22,681,425.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 2009 Annual Meeting of Stockholders, which the registrant plans to file with the Securities and Exchange Commission within 120 days after June 30, 2009 are incorporated by reference in Part III of this Form 10-K to the extent described herein.

Explanatory Note

China Green Agriculture, Inc. (the “Company”, “we”, “us”, or “our” is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to supplement the disclosure regarding certain relationships and related transactions in Item 13 of Part III of its Annual Report on Form 10-K for the year ended June 30, 2009 filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2009 (the “Form 10’K”) (as incorporated by reference to the Company’s Notice and Proxy Statement for the 2009 Annual Meeting of Stockholders (the “Proxy Statement”), as filed with the Commission on October 28, 2009).  No other changes have been made to the Form 10-K.  This Amendment does not reflect events occurring after the filing of the Form 10-K or Proxy Statement, does not update disclosures contained in the Form 10-K or Proxy Statement, and does not modify or amend the Form 10-K or Proxy Statement except as specifically described in this explanatory note. Accordingly, this Amendment should be read in conjunction with our Form 10-K, the Proxy Statement, our other filings made with the Commission subsequent to the filing of the Form 10-K, including any amendments to those filings.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment contains the complete text of Item 13 and currently dated certifications of our Chief Executive Officer and Chief Financial Officer.

PART III

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

On June 19, 2008, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., our wholly-owned subsidiary (“Jinong”), signed an agreement with Xi’an Kingtone Information Technology Co., Ltd., a PRC company (“Kingtone Information”), pursuant to which Kingtone Information produced certain fertilizer processing equipment for Jinong.  Mr. Tao Li, our Chairman, President and Chief Executive Officer, is a principal shareholder and the Chairman of Kingtone Information.  Kintone Information is now an indirect contractually-controlled subsidiary of Kingtone Wirelessinfo Solution Holding, Ltd (KONE), a publicly traded company (“Kingtone”).  Mr. Li beneficially owns a controlling interest in Kingtone and serves as Kingtone’s Chairman.  The total contracted value of this agreement, including value-added taxes and other taxes, was RMB 4 million, or approximately $586,000. The project was performed from May 2009 to June 2009. Pursuant to the agreement, Kingtone Information provided certain services including designing, manufacturing, installing and adjusting the production facilities for Jinong’s compound fertilizer for drip irrigation. Kingtone Information was also responsible for debugging the system and training Jinong employees to operate the production line. The agreement required Kingtone Information to complete the project within 25 days unless there were causes for delay beyond its control. The agreement sets forth an eighteen month warranty period during which Jinong is entitled to receive certain spare parts for the facilities and to receive maintenance and repair services at no cost.

On October 20, 2008, we entered into an agreement with Kingtone Information with respect to the construction of the phase II expansion of an integrated pipeline control project for Jinong. The total contracted value, including VAT and other taxes, was RMB 5.2 million, or approximately $760,000. The project was performed from December 2008 to June 2009. The term of the agreement is from the date of its signing until one year after the operation of the subject project. Pursuant to the agreement, Kingtone Information provided services in order to develop and install the automation system solution for Jinong’s phase II production line and to upgrade the automation system solution for its phase I production line. Work related to the phase II production line included the development of automation system software, setup of integrated automation management and control computer network to realize relevant data collection, and automatic management and control of the production process. Work related to the phase I production line included upgrading the existing automation system so that phase I and phase II automation systems become integrated into the same management and control system. In addition to the wired automation system, Kingtone Information also developed and installed a wireless system solution for Jinong. This wireless system solution integrates into Jinong’s production automation system and the plant video surveillance system.

Independence of the Board of Directors

Our Board of Directors during the fiscal year ended June 30, 2009 was composed of five (5) members. Messrs. Yizhao Zhang, Barry Raeburn and Lianfu Liu qualified as independent directors in accordance with the published listing requirements of the NYSE Amex (formerly the American Stock Exchange). The NYSE Amex independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as further required by NYSE Amex rules, our Board of Directors made an affirmative determination as to each independent director that no relationship existed which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management. Our directors hold office until their successors have been elected and qualified or their earlier death, resignation or removal.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	China Green Agriculture, Inc.
Date: December 30, 2010	By:	/s/ Tao Li
		Tao Li
		President and CEO

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

December 30, 2010	/s/ Tao Li
	Tao Li, Chairman of the Board of Directors, President and CEO
	(principal executive officer)
December 30, 2010	/s/ Ken Ren
	Ken Ren, Chief Financial Officer
	(principal financial officer and principal accounting officer)
December 30, 2010	/s/ Yu Hao
	Yu Hao, Director
December 30, 2010	/s/ Lianfu Liu
	Lianfu Liu, Director
December 30, 2010	/s/ Yizhao Zhang
	Yizhao Zhang, Director
December __, 2010
	Robert B. Fields, Director

China Green Agriculture, Inc.

Exhibit Index to Amendment No. 1 to Annual Report on Form 10-K

For the Year Ended June 30, 2009

No.	Description
10.1	English translation of Processing Contract for the Complete Equipment Installation of Drip Fertilizer dated June 19, 2008 between Xi’an Kingtone Information Technology Co., Ltd. and Shaanxi Techteam Jinong Humic Acid, Ltd.
10.2	English translation of Contract for Integrated & Wireless Pipeline Control System of Shaanxi Techteam Jinong Humic Acid Products Co., Ltd dated October 20, 2008 between Xi’an Kingtone Information Technology Co., Ltd. and Shaanxi Techteam Jinong Humic Acid, Ltd.
31.1	Certification of Tao Li pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Ken Ren pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Tao Li and Ken Ren pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.1

Exhibit 10.1

Contract No. LHJN-002-08

Processing Contract for the Complete Equipment Installation of Drip Fertilizer

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

Party B: Xi’an Kingtone Information Co., Ltd

NOW, THEREFORE, in consideration of the Contract Law of People’s Republic of China as well as relevant regulations and provisions, and through mutual friendly negotiation, both Parties hereto enter into the agreement as follows (“Contract”):

I Name of the complete sets of Equipment

The process and complete equipment design, manufacturing and installation of the production line of compound liquid fertilizer with the annual capacity of 30,000 tons;

II Processing Method

  Designing, manufacturing, installation and debugging (including training) of the production line of the compound liquid fertilizer;

III Price

   Total amount: RMB 4 million, that is RMB four million (refer to the Contract List)

IV Quality Requirement

1. Capacity: 5 tons per hour dripfertilizer powder

2. Homogeneous degree: CV≤5%

3. Manufacturing in accordance with the specification, type and quality standard per the Contract List

4. The Equipment and pipelines are painted into Party B’s standard color.

5. The design of equipment; manufacturing and supply of the complete equipment and auxiliary material; the installation and debugging of the entire equipment.

6. The piping material, wind pipe, dust pipe, material hopper, square material pipe etc shall be manufactured and installed in accordance with Party A’s design.

7. Electrical device shall be supplied and installed in accordance with the design requirements (excluding the installation of lighting device)

8. Manufacturing and installing the platform, guardrail, ladder, supporters, etc per the design requirements.

V Duration of the Project

1. Party B shall enter the working site of Party A and conduct the installation within 60 days after receiving Party A’s prepayment and installation notice for conducting the civil engineering upon signing the contract.

  Installation term: 25 days; 20 days for installation and 5 days for debugging.

2. Adjournment for the term of project: Shall the following events happen, the term of project can be adjourned accordingly upon party A’s approval in writing:

1) In the event of eight hours stoppage due to the consecutive blackout during the installation and debugging, the project term can be postponed one day;

2) Fail to timely supply the installing material by Party A (refer to the appendix for the installing material)

3) Fail to carry out the work (installation and debugging) due to Party A

4) Force Majeure (earthquake, sever weather, fire, flood, government policies and etc.)

3. Party B shall submit a written report to Party A within 3 days upon the above events, and the representative of Party A must reply within three days to Party B. Otherwise, Party B shall regard Party A’s non-response as the confirmation of adjournment by Party A.

VI. Method and terms of payment

1. Method of payment: telegraphic transfer. Party A shall pay the amount to the bank account officially stipulated by Party B.

2. Terms of payment:

1) Party A shall prepay 20% of the contract price within ten days upon signing the contract, that is RMB eight hundred thousand (RMB 800,000)

2) Party A shall pay 65% of the contract amount to Party B prior to the delivery, that is RMB two million six hundred thousand (RMB 2,600,000)

3) Party A shall pay 10% of the contract amount, that is RMB four hundred thousand (RMB 400,000) upon receiving the full amount of invoice (including 17% VAT) provided by Party B after the installation and debugging

4) Party A shall 5% of the contract amount, which will be the guarantee fee, that is RMB two hundred thousand (RMB 200,000), shall be pay off 6-month of successful running after the acceptance.

VII  Method and cost of Transportation

Party B shall be liable to the cost of transportation. The equipment will be delivered to the factory of Shaanxi Techteam Jinong Humic Acid Products Co., Ltd by car..

VIII  Party A’s Responsibilities

1. Construct the major factory workshops and frames according to the Party B’s design requirements.

2. Upon delivery of the equipments, Party A shall assist Party B to unload the equipments and appropriately manage them.

3. Provide a lockable warehouse for Party B during the installation period to store important and portable equipments.

4. Provide free construction sites, working and drinking water. Install electricity meters at the cost of Party A.

5. Arrange ____  operation workers of important positions to study with the shifts at the installation period and assist to do some side works, as well as being trained for free.

6. Connect the electricity on time. Prepare the raw materials on time and arrange workers to make experiments with full load.

IX      Party B’s Responsibilities

1. Party B is responsible for setting up all required tools on the site and appropriately managing all equipments on the site.

2. Abide by all regulations or rules of Party A at the construction period. The construction and technical staffs are responsible for their own accommodations and foods.  Party A shall provide assistance.

3. Pay electricity fee to Party A based on the real usage and local rate.

4. Train relevant operation staffs without any cost on Party A.

5. Provide after-sales service. The quality warranty period of the equipments and installation is 1 year after acceptance, but no longer than 18 months upon delivery. Party B should provide relevant free substitute equipments or parts. Party B is responsible for all costs or lost of Party A because of the quality issue during the quality warranty period. Party B can charge Party A on the maintenance costs for other reasons. Party B shall provide all lifetime maintenance service.

6. When quality issue or operation issue comes up, Party B shall respond and arrive at the site to fix the issues within 48 hours after receiving the call from Party A.

7. Party B shall abide by safety regulations strictly to make sure the construction work is carried out safely and in a good manner. Party B is responsible for the body safety and other safety duties of all its working staffs.

8. Party B shall work, manufacture, install, and debug by using its technologies and equipments according to the technical requirements of the Contract. Party B shall accept the inspections or supervising from Party A.

X      Responsibility for breach of contract

1. Party B shall compensate Party A  RMB 500 per day in the event of failing to complete the installation and debugging within stipulated time.

2. In the event Party A fails to pay the contract amount in accordance with the Contract, the overdue amount will be regarded as the late fee and calculated by 3% per day. Meanwhile, Party A shall not use the equipment.

3. In the event of failing to complete the project in due time due to Party A’s fault, Party A shall compensate RMB 500 per day to Party B. Provided that the accumulated stoppage has exceeded 30 days, Party B has the right to withdraw its staffs from the working site until the working condition is ensured by Party A.

4. In the event of failing to conduct the load debugging after 20-day successful unload debugging due to the fault of Party A, Party A shall pay the remaining contract amount first and notify Party B for load debugging when condition is ready, and pay Party B the travel expanse. In the event of failing to be on site within 7 days upon receiving the notice from Party A, Party B shall bear the travel expense.

5. In the event of failing to meet the capacity and quality requirements due to Party B’s design faults in specification and type, Party B shall replace the disqualified equipment without charge and the project term shall not be adjourned.

6. Party A shall organize the acceptance work in one week after receiving Party B’s acceptance notice. If not, the work can be regarded as accepted. In case of using the equipment to produce by Party A prior to acceptance and permission, it is assumed that Party A accepts the work and the guarantee period starts from that day.

7. In the event of breaching the contract by any party, the party shall assume the responsibility and losses to the other party.

XI     Settlement of disputes

           Any dispute arising out of, or in connection with the Contract, shall be first settled by both Parties hereto through mutual negotiation in good faith. In case no successful settlement is reached thereby, either party hereto may file a law suit to local People’s Court with jurisdiction.

XII       Others

1. Party A shall be liable to the civil engineering.

2. In the event of losses caused by the force majeure, Party B shall be responsible for the losses to the equipment and Party A shall be responsible for the project.

3. Party B shall submit three copies of the as-built material to Party A within ten days upon acceptance.

4. Party B enters the factory to construct the project. Both parties sign the construction safety agreement.

5. The project contract lists and technology flow charts, as the attachments of the Contract, have the same legal validity as the Contract.

XIII         For other issues not mentioned in the Contract, both parties can have a supplemental agreement after negotiation that will have the same legal validity as the Contract after both parties sign or seal it.

XIV         The Contract shall have four copies, two copies for each party. The Contract shall enter into force upon signature or sealed by two parties. The contract lists have the same legal validity as the Contract.

Party B:

Xi’an Kingtone Information Co., Ltd.(Seal)

Party A:

Shanxi TechTeam Jinong Humic Acid Products Co., Ltd.(Seal)

Date of Signing up: June 19, 2008

Acceptance Report

Name of the Project	Processing Contract for the Complete Equipment of Drip Fertilizer
Consigner (Party A)	Shaanxi Techteam Jinong Humic Acid Products Co., Ltd
Consignee (Party B)	Xi’an Kingtone Information Co., Ltd
Scope of the Acceptance	1.    Consistence of the production line design, manufacturing and supply of the complete equipment and auxiliary material, installation and debugging with the processing Contract and Contract List. Capacity: 5 tons per hour Homogeneous degree: CV≤5% 2.    Consistence of the piping material, wind pipe, dust pipe, material hopper, square material pipe etc with Party A’s design. 3.   Whether the electrical device is supplied and installed in accordance with the design requirements (excluding the installation of lighting device) 4.   Whether the platform, guardrail, ladder, supporters etc are manufactured and installed per the design requirements.  Whether the application software is complete. 5.   Whether the drawings and materials are complete and updated. 6.   Whether the components and spares are completed. 7.   Whether the training has achieved the expected results. 8.   Whether the project term is met per the Contract.
Conclusion	All items above are satisfying upon initial acceptance and trial operation. Agreed to the final acceptance and the official operation can be conducted.
Party A	/s/ Yan Zhuang       Date: 6/20/2009
Party B	/s/ Peng Zhang       Date: 6/20/2009

EX-10.2

Exhibit 10.2

Contract for Phase II Extension of Integrated & Wireless Pipeline Control

System of Shaanxi Techteam Jinong Humic Acid Products Co., Ltd

Contract No.: LHJN-08-08

Signing at:  Xi’an

Date: 2008-10-20

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

Party B: Xi’an Kingtone Information Co., Ltd

NOW, THEREFORE, in consideration of the mutual promises, covenants as well as agreements made by the Parties herein through mutual friendly negotiation on issues in respect of Party A’s Phase II expansion of integrated pipeline control system, both Parties hereto agree as follows:

I Project Description and Cost

1. Project Description (see Technology Agreement for details)

(1) Developing the automatic systematic software for production line of Phase II; establishing an integrated computer network for the wireless automatic control and management; achieving the in-house and wireless automatic control and management on data collection and production.

(2) Reforming the automatic system for the former production line of Phase I so as to adapt to the control and management system of Phase II.

(3) Responsible for the supply, installation and test of the transmitter, adjusting valve, O-type electrical ball valve, flow meter, level gauge, resistance temperature and site meters in the drawings of this project.

(4) Party B shall be liable to purchase and assort all wires & cables, cable tray, pipeline, mobile device and other necessary materials.

(5) The official operation of all devices mentioned above can be conducted upon installation, test, technical service and after-sales service. At least twelve months after-sales service shall be guaranteed.

2. Project Cost

The total cost of this project shall be five million and two hundred thousand RMB (￥5,200,000.00).

Cost Break-down:

Cost Break-down for Phase II Project
Project No.				Currency: RMB
No.	Project Name	Quantity	Unit	Price	Notes
I. Mobile & Wireless Control and Management
1	Mobile Control and Management	1	set	200,000
II. Audio Monitoring
1	Audio Monitoring	1	set	280,000
III. Control System
1	Control System	1	set	980,000
IV. Meter
Meter (Phase I)
1	Radar hydraulic gauge	9	set	216,000
Meter(Phase II)
1	Integrated Temperature Control	18	set	99,000
2	Pressure Gauge	20	set	14,000
3	Intelligent Pressure Transmitter	2	piece	18,000
4	Electromagnetic Flowmeter	33	piece	495,000
5	Radar (magnetic flap.) Level Gauge	15	piece	380,000
6	Electrical Ball Valve	39	piece	663,000
7	UPS	2	piece	15,000
V. Main Installing Material
1	Main Installing Material (Phase I)	1	item	300,000
2	Main Installing Material (Phase II)	1	item	600,000
VI. Project Cost
1	Installing Fee (Phase I)	1	item	80,000
2	Electric Reforming Fee( Phase I)	1	item	100,000
3	Installing Fee (Phase II)	1	item	760,000
Total				5,200,000

II. Quality requirements, technical standards, terms and conditions: the entire project must be conducted and produced in accordance with the requirements of Technology Agreement and relevant national industrial standards. Party B shall be liable to grant 12 months’ warranty period since the project running and provide a life long warranty to all meters. Party B shall dispatch the personal to deal with the issues on site within 24 hours since Party A’s calling or lodge a proposal for Party A’s approval.

III Delivery time, place and manner: The duration of this project is two months as of the validation of this contract. The delivery/acceptance check place is the site of Shaanxi Techteam Jinong Humic Acid Products Co., Ltd, to be specifically designated by Party A. Party B shall also install and test the equipment under the time frame instructed by Party A.

IV Transportation and Logistic fees (trucks): Vehicle transportation; such expenses as transportation and logistic fee are included in the contract price.

V Packing requirement, supply and recycle of the packing material: binding package; all packing materials are non-recycle.

VI Place, standards and method of acceptance: The check and acceptance work is conducted in accordance with the quality standards of the contract, Technology Agreement and relevant national standards for acceptance.

VII Payment, Settlement and Installment, Invoice date: 30% prepayment of the project within ten days upon validation of this contract; 30% total amount of the project within ten days as of delivering the devices to the appointed place and satisfying acceptance of device; 30% total amount of the project within ten days upon satisfying acceptance of the project; the rest 10% will be regarded as the guarantee fee and paid off after the project successfully runs one year without problems.

VIII In the event Party A requires to increase or decrease the workload after the validation of the contract herein, the project can be carried out on the basis of the changed design or Party A’s alternation. Thus the total amount for the contract shall be adjusted accordingly.

IX Settlement of disputes: Any dispute arising out of, or in connection with this contract shall be first settled by both Parties hereto through mutual negotiation in good faith. In case no successful settlement is reached thereby, either party hereto may submit such dispute to Xi’an Arbitration Commission for arbitration.

X This contract shall take effect as from the date on which the same is duly signed and sealed by both Parties hereto. This contract is made in two originals and four duplicates with each party hereto holding one original and two duplicates thereof.

XI Others Stipulations

The contract and its appendix shall be equally authentic and of equal force in law.

Duration of the contract: from the effective day of the contract to the completion of the project

Parties hereto may revise or negotiate matters not mentioned herein.

Name of the Company (Sealed)	Shaanxi Techteam Jinong Humic Acid Products Co., Ltd	Xi’an Kingtone Information Co., Ltd
Address:	No.6, 5th Guihua Road, Yangling District, Xi’an	3F, Borough A, Block A, No.181 South Taibai Road, Xi’an
Telephone	029-87211523	029-88231591
Fax	029-87033921	029-88231590
Date	10/20/2008	10/20/2008

Acceptance Report

Name of the Project	Development for Jinong Integrated  & Wireless Pipeline Control System (Phase II)
Consigner(Party A)	Shaanxi Techteam Jinong Humic Acid Products Co., Ltd
Consignee(Party B)	Xi’an Kingtone Information Co., Ltd
Scope of the Acceptance		1.	The developed applications provided shall be in line with Technology Agreement;
		2.	The developed applications shall fully reach the standards for utilization.
		3.	The supply, installation and test for the transmitter, adjusting valve, o-type electric ball valve, flow meter, level gauge, resistance temperature, and meters have been completed.
		4.	The supply, installation and test for the wireless, wire& cable, cable tray, pipeline, and other needed material have been completed.
		5.	All the paperwork and construction records for acceptance shall be updated and completed.
		6.	The relevant training has been fully carried out.
		7.	The project shall be completed in due time.
Conclusion	All items above are satisfied upon initial acceptance and trial operation. The official operation can be conducted upon final acceptance.
Party A	/s/Yan Zhuang                 Date: 6/20/2009
Party B	/s/ Peng Zhang                Date: 6/20/2009

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Tao Li, certify that:

1.  I have reviewed this Amendment No. 1 on Form 10-K/A of China Green Agriculture, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 30, 2010

/s/ Tao Li

Tao Li

President and Chief Executive Officer

(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Ken Ren, certify that:

1.  I have reviewed this Amendment No. 1 on Form 10-K/A of China Green Agriculture, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 30, 2010

/s/ Ken Ren

Ken Ren

Chief Financial Officer

(principal financial officer and principle accounting officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in his capacity as an officer of China Green Agriculture, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)  This Amendment No. 1 to the Annual Report of the Company on Form 10-K for the fiscal year ended June 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 30, 2010

/s/ Tao Li

Tao Li

President and Chief Executive Officer

(principal executive officer)

/s/ Ken Ren

Ken Ren

Chief Financial Officer

(principal financial officer and principle accounting officer)

A signed original of this written statement required by Section 906 has been provided to China Green Agriculture, Inc. and will be retained by China Green Agriculture, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.