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United States securities and exchange commission logo





                               May 6, 2024

       Yongcheng Yang
       Chief Financial Officer
       China Green Agriculture, Inc.
       Third floor, Borough A, Block A. No. 181, South Taibai Road
       Xi   an, Shaanxi Province, PRC 710065

                                                        Re: China Green
Agriculture, Inc.
                                                            Form 10-K for
Fiscal Year Ended June 30, 2023
                                                            Response dated
April 9, 2024
                                                            File No. 001-34260

       Dear Yongcheng Yang:

              We have reviewed your April 9, 2024 response to our comment
letter and have the
       following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to this letter, we may have
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in
our March 27, 2024
       letter.

       Form 10-K for the Year Ended June 30, 2023

       Part I, Item 1. Business, page 1

   1.                                                   We note your response
to comment 1 and your proposed disclosure in Appendix A. In
                                                        future filings, please
also revise at the onset of Part I to disclose prominently that you are
                                                        not a Chinese operating
company but a Nevada holding company with operations
                                                        conducted by your
subsidiaries and through contractual arrangements with variable
                                                        interest entities
(VIEs) based in China and that this structure involves unique risks to
                                                        investors. If true,
disclose that these contracts have not been tested in court. Explain
                                                        whether the VIE
structure is used to provide investors with exposure to foreign investment
                                                        in China-based
companies where Chinese law prohibits direct foreign investment in the
                                                        operating companies,
and disclose that investors may never hold equity interests in the
                                                        Chinese operating
company. Your disclosure should acknowledge that Chinese regulatory
                                                        authorities could
disallow this structure, which would likely result in a material change in
 Yongcheng Yang
FirstName  LastNameYongcheng
China Green  Agriculture, Inc. Yang
Comapany
May  6, 2024NameChina Green Agriculture, Inc.
May 6,
Page 2 2024 Page 2
FirstName LastName
         your operations and/or a material change in the value of your
securities, including that it
         could cause the value of your securities to significantly decline or
become worthless.
         Provide a cross-reference to your detailed discussion of risks facing
the company as a
         result of this structure.
2.       We note your response to comment 1 and your proposed disclosure in
Appendix A. In
         future filings, please revise to also clarify whether these risks
could result in a material
         change in your operations and/or the value of your securities or could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
3.       We note that your auditor, GAO CPA Firm, is based in Frisco, TX. In
future filings,
         please revise your disclosure in this section to disclose the location
of your auditor   s
         headquarters and whether and how the Holding Foreign Companies
Accountable Act, as
         amended by the Consolidated Appropriations Act, 2023, and related
regulations will affect
         your company.
4.       We note the diagram of the company's corporate structure provided on
page 3. In future
         filings, please revise to describe all contracts and arrangements
through which you claim
         to have economic rights and exercise control that results in
consolidation of the VIE   s
         operations and financial results into your financial statements.
Identify clearly the entity in
         which investors are purchasing their interest and the entity(ies) in
which the company   s
         operations are conducted. Describe the relevant contractual agreements
between the
         entities and how this type of corporate structure may affect investors
and the value of their
         investment, including how and why the contractual arrangements may be
less effective
         than direct ownership and that the company may incur substantial costs
to enforce the
         terms of the arrangements. Disclose the uncertainties regarding the
status of the rights of
         the holding company with respect to its contractual arrangements with
the VIE, its
         founders and owners, and the challenges the company may face enforcing
these
         contractual agreements due to legal uncertainties and jurisdictional
limits. Please also
         revise the structure chart on page 3 to remove the solid line with an
arrow pointing from
         Jinong to the VIE company, and replace this with a dashed line and
arrow, in order to
         avoid any suggestion that Jinong controls the VIE company.
5.       In future filings, please clearly disclose how you will refer to the
holding company,
         subsidiaries, and VIEs when providing the disclosure throughout the
document so that it is
         clear to investors which entity the disclosure is referencing and
which subsidiaries or
         entities are conducting the business operations. Refrain from using
terms such as    we    or
            our    when describing activities or functions of a VIE. For
example, we note your
         disclosure on page 1 which refers to Yuxing as "one of Jinong's VIEs"
as well as your
         references on pages 2, 30 and 43 to "our VIEs" or "our VIE."
6.       We note that neither the investors in the holding company nor the
holding company itself
         have an equity ownership in, direct foreign investment in, or control
of, through such
         ownership or investment, the VIE. Accordingly, in future filings,
please refrain from
 Yongcheng Yang
China Green Agriculture, Inc.
May 6, 2024
Page 3
         implying that the contractual agreements are equivalent to equity
ownership in the
         business of the VIE. Any references to control or benefits that accrue
to you because of
         the VIE should be limited to a clear description of the conditions you
have satisfied for
         consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify
         that you are the primary beneficiary of the VIE for accounting
purposes. Please also
         disclose, if true, that the VIE agreements have not been tested in a
court of law. We also
         note your disclosure on page 1 that states you operate through
variable interest entities,
         Yuxing and Tianjuyuan. However, we note your disclosure in the
structure chart on page
         3 that shows Jinong as your wholly-owned PRC subsidiary which
contracts with the VIE
         company (Yuxing), and Gufeng as another one of your wholly-owned PRC
         subsidiaries with Tianjuyuan as its wholly-owned subsidiary. We also
note your
         disclosure on page 2 that Gufeng and Tianjuyuan are wholly-owned
subsidiaries of Jinong
         and indirect subsidiaries of the company. Please revise to reconcile
these disclosures and
         clarify which entities are VIEs or wholly-owned subsidiaries.
7.       In future filings, please disclose each permission or approval that
you, your subsidiaries,
         or the VIEs are required to obtain from Chinese authorities to operate
your business and to
         offer securities to foreign investors. State whether you, your
subsidiaries, or VIEs are
         covered by permissions requirements from the China Securities
Regulatory Commission
         (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency
         that is required to approve the VIE   s operations, and state
affirmatively whether you have
         received all requisite permissions or approvals and whether any
permissions or approvals
         have been denied. Please also describe the consequences to you and
your investors if you,
         your subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or
         approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
         or (iii) applicable laws, regulations, or interpretations change and
you are required to
         obtain such permissions or approvals in the future.
8.     In future filings, please provide a clear description of how cash is
transferred through your
       organization. Disclose your intentions to distribute earnings or settle
amounts owed under
       the VIE agreements. Quantify any cash flows and transfers of other
assets by type that
       have occurred between the holding company, its subsidiaries, and the
consolidated VIEs,
       and direction of transfer. Quantify any dividends or distributions that
a subsidiary or
       consolidated VIE have made to the holding company and which entity made
such transfer,
       and their tax consequences. Similarly quantify dividends or
distributions made to U.S.
       investors, the source, and their tax consequences. Your disclosure
should make clear if no
       transfers, dividends, or distributions have been made to date. Describe
any restrictions on
       foreign exchange and your ability to transfer cash between entities,
across borders, and to
       U.S. investors. Describe any restrictions and limitations on your
ability to distribute
FirstName LastNameYongcheng Yang
       earnings from the company, including your subsidiaries and/or the
consolidated VIEs, to
Comapany    NameChina
       the parent  companyGreen
                             andAgriculture,  Inc.as well as the ability to
settle amounts owed under
                                  U.S. investors
May 6,the  VIE
        2024    agreements.
              Page  3
FirstName LastName
 Yongcheng Yang
FirstName  LastNameYongcheng
China Green  Agriculture, Inc. Yang
Comapany
May  6, 2024NameChina Green Agriculture, Inc.
May 6,
Page 4 2024 Page 4
FirstName LastName
9.       In future filings, please revise to include a summary of risk factors.
In your summary of
         risk factors, disclose the risks that your corporate structure and
being based in or having
         the majority of the company   s operations in China poses to
investors. In particular,
         describe the significant regulatory, liquidity, and enforcement risks
with cross-references
         to the more detailed discussion of these risks in the document. For
example, specifically
         discuss risks arising from the legal system in China, including risks
and uncertainties
         regarding the enforcement of laws and that rules and regulations in
China can change
         quickly with little advance notice; and the risk that the Chinese
government may intervene
         or influence your operations at any time, or may exert more control
over offerings
         conducted overseas and/or foreign investment in China-based issuers,
which could result
         in a material change in your operations and/or the value of the
securities you are
         registering for sale. Acknowledge any risks that any actions by the
Chinese government to
         exert more oversight and control over offerings that are conducted
overseas and/or foreign
         investment in China-based issuers could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of your
         securities to significantly decline or be worthless.
Item 1A. Risk Factors., page 20

10.      Revise your risk factors in future filings to acknowledge that if the
PRC government
         determines that the contractual arrangements constituting part of the
VIE structure do not
         comply with PRC regulations, or if these regulations change or are
interpreted differently
         in the future, your securities may decline in value or become
worthless if the
         determinations, changes, or interpretations result in your inability
to assert contractual
         control over the assets of your PRC subsidiaries or the VIEs that
conduct all or
         substantially all of your operations.
11.      We note your risk factor disclosure on page 32 of your annual report
discussing the PRC
         government   s significant influence over companies with China-based
operations. Given
         the Chinese government   s significant oversight and discretion over
the conduct and
         operations of your business, please revise your risk factor disclosure
in future filings to
         describe any material impact that intervention, influence, or control
by the Chinese
         government has or may have on your business or on the value of your
securities. Highlight
         separately the risk that the Chinese government may intervene or
influence your
         operations at any time, which could result in a material change in
your operations and/or
         the value of your securities. Also, given recent statements by the
Chinese government
         indicating an intent to exert more oversight and control over
offerings that are conducted
         overseas and/or foreign investment in China-based issuers, acknowledge
the risk that any
         such action could significantly limit or completely hinder your
ability to offer or continue
         to offer securities to investors and cause the value of such
securities to significantly
         decline or be worthless. We remind you that, pursuant to federal
securities rules, the term
            control    (including the terms    controlling,       controlled
by,    and    under common control
         with   ) means    the possession, direct or indirect, of the power to
direct or cause the
         direction of the management and policies of a person, whether through
the ownership of
 Yongcheng Yang
China Green Agriculture, Inc.
May 6, 2024
Page 5
      voting securities, by contract, or otherwise."
12.   In light of recent events indicating greater oversight by the Cyberspace
Administration of
      China (CAC) over data security, please revise in future filings your
disclosure in your risk
      factors and throughout your annual report, as applicable, to explain how
this oversight
      impacts your business and your securities and to what extent you believe
that you are
      compliant with the regulations or policies that have been issued by the
CAC to date,
      including the final new measures that became effective on February 15,
2022.
General

13.   We note your response to comment 2 and reissue the comment. Please revise
your
      disclosure in future filings to identify each officer and/or director
located in China or
      Hong Kong, and create a separate Enforceability of Civil Liabilities
section for the
      discussion of the enforcement risks related to civil liabilities due to
your officers and
      directors being located in China or Hong Kong. Please ensure that you
also discuss the
      impact of costs and time constraints on investors in enforcing a foreign
judgment in China
      or Hong Kong.
       Please contact Christie Wong at 202-551-3684 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Juan Grana at 202-551-6034 or Jessica Ansart at 202-551-4511 with any
other questions.



                                                            Sincerely,

FirstName LastNameYongcheng Yang                            Division of
Corporation Finance
                                                            Office of
Industrial Applications and
Comapany NameChina Green Agriculture, Inc.
                                                            Services
May 6, 2024 Page 5
cc:       Robert Zepfel, Esq.
FirstName LastName
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