SecProbe.io

September 20, 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 the Fiscal Year Ended June 30, 2023
Response dated August 29, 2024
File No. 001-34260
Dear Yongcheng Yang:
            We have reviewed your August 29, 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 May 6, 2024 letter.
Form 10-K for the Fiscal Year Ended June 30, 2023
Part I, Item 1. Business, page 1
1.We note your response to comment 5. Please clearly disclose how you will refer to the
holding company, subsidiaries, and VIEs in future filings.
2.We note your response to comment 7. Please elaborate further on why you believe that
you, your subsidiaries and the VIEs are not subject to CSRC regulations. Please also
further discuss the consequences to you and risks to your investors if you inadvertently
conclude that such permissions or approvals are not required, or applicable laws,
regulations, or interpretations change and you are required to obtain such permissions or
approvals in the future.
We note your response to comment 8. Please 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 disclose the direction of transfer. Quantify 3.

September 20, 2024
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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.
Finally, please further discuss the impact of SAFE and PRC controls on the conversion of
RMB into foreign currencies and the remittance of currencies out of the PRC on your
ability to distribute earnings from the company, including your subsidiaries and/or the
consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle
amounts owed under the VIE agreements.
4.We note your response to comment 9. Please revise your summary of risk factors to
discuss the risks stemming from your contractual arrangements with the VIE, and from
the impact on your liquidity of SAFE and PRC controls on the conversion of RMB into
foreign currencies and the remittance of currencies out of the PRC. Please also
specifically discuss risks arising from rules and regulations in China changing quickly
with little advance notice.
General
5.We note your response to comment 13. Please create an Enforceability of Civil Liabilities
section, separate from and in addition to your risk factor, for the discussion of the
enforcement risks related to civil liabilities due to your officers and directors being
located in the PRC.
            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 Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Robert Zepfel, Esq.