SecProbe.io

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 August 1, 2025

Yongcheng Yang
Chief Financial Officer
Enlightify Inc.
3rd floor, Borough A, Block A. No. 181, South Taibai Road
Xi an, Shaanxi Province, PRC 710065

 Re: Enlightify Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2024
 Filed October 15, 2024
 Form 10-K for the Fiscal Year Ended June 30, 2023
 Filed November 3, 2023
 File No. 001-34260
Dear Yongcheng Yang:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Robert Zepfel, Esq.
</TEXT>
</DOCUMENT>

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<TEXT>
 May 12, 2025

Yongcheng Yang
Chief Financial Officer
Enlightify Inc.
3rd floor, Borough A, Block A. No. 181, South Taibai Road
Xi an, Shaanxi Province, PRC 710065

 Re: Enlightify Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2024
 Response dated April 1, 2025
 File No. 001-34260
Dear Yongcheng Yang:

 We have reviewed your April 1, 2025 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
November 12, 2024 letter.

Form 10-K for the Fiscal Year Ended June 30, 2024
Part I, Item 1. Business, page 1

1. We note your response to comment 1, including that you undertake to add
the
 disclosures in Appendix A of your response letter dated April 1, 2025 to
the section
 entitled Business, immediately following the subsection titled
Cash Flows through
 Our Organization in future filings. Please amend Part I, Item 1,
"Business" of
 your Form 10-K for the fiscal year ended June 30, 2024 to include the
disclosures in
 Appendix A. In this regard, we note your responses to comments one and
two in your
 letter dated August 29, 2024, which undertook to update Part I, Item 1,
 Business in
 future annual reports on Form 10-K to include this disclosure, but we
were unable to
 find this disclosure in your subsequently filed Exchange Act reports.
2. We note your response to comment 2 confirming that, in future filings,
you will
 quantify any cash flows and transfers of other assets by type that have
occurred
 May 12, 2025
Page 2

 between the holding company, its subsidiaries, and the consolidated
VIEs, and the
 direction of transfer. We also note your disclosure included in appendix
E to your
 response letter dated October 1, 2024, which discussed loans and
payments between
 you, your subsidiaries and the VIE, and which is not included in your
subsequently
 filed annual report. Please advise why this disclosure was not included
in your
 discussion of cash flows on page 4 of your Form 10-K for the fiscal year
ended June
 30, 2024, and revise to include this disclosure.
Part I, Item 1C. Cybersecurity., page 40

3. We note your response to comment 3 that you undertake to add certain
cybersecurity
 disclosures included in your response letter dated April 1, 2025 in
future
 filings. Please amend your Form 10-K for the fiscal year ended June 30,
2024 to
 include these disclosures.
 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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CHINA GREEN AGRICULTURE, INC.

 Third floor, Borough A, Block A. No. 181, South
Taibai Road, Xi'an, Shaanxi Province, PRC 710065

 April 1, 2025

 Via Edgar

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Juan Grana

 Re:
 Enlightify Inc. (formerly
 known as China Green Agriculture, Inc.)

 Form 10-K for the Fiscal Year Ended June 30, 2024

 Filed October 15, 2024

 File No. 001-34260

 Dear Mr. Grana:

 China Green Agriculture, Inc., a Nevada corporation
(the "Company" or "we"), is in receipt of the letter from the staff (the "Staff") of the Securities
and Exchange Commission (the "Commission") dated November 12, 2024 (the "Comment Letter") to the Company, with
respect to the Company's Annual Report on Form 10-K for the year ended June 30, 2024 (the "Form 10-K").

 We hereby file via EDGAR our response to the Comment
Letter. The text of the Staff's comment is set forth in italics below, followed by the response of the Company.

 Part I, Item 1. Business, page 1

 1. Please revise Part I, Item 1, "Business" to include
substantially similar disclosures to your disclosures on pages 28 and 29 under the heading "Uncertainties with respect to the PRC
legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations
in China could adversely affect us." In this regard, we note your responses to comments one and two in your letter dated August
29, 2024, which undertook to update Part I, Item 1, "Business" in future annual reports on Form 10-K to include this disclosure.

 RESPONSE:

 We undertake to add the language on Appendix "A"
hereto to the Section entitled "Business", immediately following the subsection titled "Cash Flows through Our Organization"
in future filings.

 2. We note your response to comment 1. We also note the following
disclosure included in appendix E to your response letter dated October 1, 2024, which discussed loans and payments between you, your
subsidiaries and the VIE, and which is not included in your annual report: "For the years ended June 30, 2022, 2023 and 2024, the
CGA provided loans of RMB277 million, RMB58.4 million and RMB62.3 million, respectively, to Gufeng through Jinong, and received repayments
of RMB50.2 million, RMB0.6 million and RMB1.6 million, respectively. For the years ended June 30, 2022, 2023 and 2024, CGA provided loans
of RMB20.1 million, RMB5.3 million and RMB10.1 million, respectively, to the VIE through Jinong, and received repayments of RMB5.1 million,
RMB1.8 million and RMB1 million, respectively." Please tell us why this disclosure is not included in your discussion of cash flows
on page 4 of your annual report, and confirm that, in future filings, you will 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.

 RESPONSE: We confirm that in future filings, we will 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. between the second and third paragraphs in the section entitled "Cash Flows From Operations"
(with appropriate adjustment to reflect subsequent periods).

 Part I, Item 1C. Cybersecurity., page 40

 3. We note you do not include Item 1.C Cybersecurity. Please revise
or advise us why you do not provide the disclosure as applicable under Item 106 of Regulation S-K.

 RESPONSE: We undertake to add the following Section 1C. Cybersecurity
in future filings:

 ITEM 1C CYBERSECURITY. Cybersecurity risk management is an
integral part of our overall enterprise risk management program. The Company manages cybersecurity and data protection through a continuously
evolving program. Our cybersecurity risk management program is designed to provide a framework for assessing, identifying and managing
cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service
providers, and to facilitate coordination across different departments of our Company. Our processes include steps for assessing the severity
of a cybersecurity threat, identifying the source of a cybersecurity threat, including whether the cybersecurity threat is associated
with a third-party service provider, and implementing cybersecurity countermeasures and mitigation strategies and informing management
and the board of directors of material cybersecurity threats and incidents.

 The Board of Directors has oversight for the most significant
risks facing us and for our processes to identify, prioritize, assess, manage and mitigate those risks. The Audit Committee of the Board
of Directors (the "Audit Committee") has been designated to oversee cybersecurity risks. The Audit Committee receives regular
updates on cybersecurity and information technology matters and related risk exposures from our management. The Board of Directors also
receives periodic updates from management and the Audit Committee on cybersecurity risks. Management is responsible for identifying, considering
and assessing material cybersecurity risks on an ongoing basis, establishing processes designed to ensure that such potential cybersecurity
risk exposures are monitored, putting in place mitigation measures and maintaining cybersecurity programs. Our cybersecurity programs
are under the direction of our Chief Executive Officer. Management regularly updates the Audit Committee on our cybersecurity programs,
which includes cybersecurity risks and mitigation strategies, vulnerability management, and on-going cybersecurity projects.

 During the past fiscal year, we did not identify any cybersecurity
incidents that materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial
condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have
not experienced an undetected cybersecurity incident. It is possible that we may not implement appropriate controls if we do not detect
a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate
the risks. Even when a risk is detected, disruptive events may not always be immediately and thoroughly interpreted and acted upon.

 2

 If you or any other member of the Staff have any
questions with regard to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require
additional information, please contact our counsel, Robert J. Zepfel, at rjz@haddanzepfel.com.

 Sincerely,

 /s/ Zhuoyu Li

 Zhuoyu Li, CEO

 3

 Appendix A

 Uncertainties with respect to the PRC legal
system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations
in China could adversely affect us.

 As a business operating in China, we are subject
to the laws and regulations of the PRC, which can be complex, and which evolve rapidly. (See also, "Risk Factors-- Risks Related
to Doing Business in the PRC."). We are organized not as a Chinese operating company but as a Nevada holding company with operations
conducted by our subsidiaries and through contractual arrangements with a variable interest entity (VIE) based in China. This structure
(a Nevada corporation with operations conducted by a Chinese VIE) involves unique risks to investors. To our knowledge, this structure
and the contracts with VIE, has not been tested in court. The VIE structure is used to provide investors with exposure to foreign investment
in China-based companies where Chinese law generally prohibits direct foreign investment in local operating companies. Our shareholders
may never hold equity interests in the Chinese operating companies. It is possible that that Chinese regulatory authorities could disallow
this structure, which would likely result in a material change in our operations and a material change in the value of our Common Stock,
including a potentially significant decline (or, in some cases, becoming worthless). See also "Rick Factors-Risks Relating to Doing
Business in the PRC". As noted, these risks could result in a material change in our operations and the value of our securities
and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.

 The PRC government has the power to exercise significant
oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little
notice to us or our shareholders. As a result, there remain uncertainties regarding the application, interpretation, and enforcement of
new and existing laws and regulations in the PRC. Compliance with the complex and evolving PRC laws, regulations, and regulatory statements
may be costly, and such compliance or any associated inquiries or investigations or any other government actions may:

 ●
 Delay or impede our development,

 ●
 Result in negative publicity or increase our operating costs,

 ●
 Require significant management time and attention, and

 ●
 Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

 The promulgation of new laws or regulations, or
the new interpretation of existing laws and regulations, that restrict or otherwise unfavorably impact the ability or manner in which
we conduct our business and could require us to change certain aspects of our business to ensure compliance, could decrease demand for
our products, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to
additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition
and results of operations could be adversely affected as well as materially decrease the value of our securities.

 4

 The PRC government may intervene or influence
our operations in China, which may potentially result in a material adverse effect on our operations. For example, the government of the
PRC has recently published new policies that significantly affect certain industries such as the education and internet industries, and
we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely
affect our business, financial condition and results of operations.

 Recently, the Chinese government initiated a series
of regulatory actions and statements to regulate business operations in China, including enhanced supervision over China-based companies
listed outside of China using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews,
and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the relevant PRC government authorities made public
the Opinions on Intensifying Crack-Down on Illegal Securities Activities. These opinions emphasized the need to strengthen the administration
over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take measures, such
as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed
companies. On November 14, 2021, the Cyberspace Administration of China (the "CAC") released the draft Administrative Regulations
on Cyber Data Security (the "Draft Cyber Data Security Regulations") for public comments, which requires, among others, that
a prior cybersecurity review should be required for listing abroad of data processors which process over one million users' personal
information, and the listing of data processors in Hong Kong which affects or may affect national security.

 While the Company has not engaged in securities
offerings outside China, has no present intention to do so, and is not in the data processing business, it is possible that similar initiatives
in the future could adversely affect the Company's business The Chinese government may further promulgate relevant laws, rules and
regulations that may impose additional and significant obligations and liabilities on overseas listed Chinese companies regarding data
security, cross-border data flow, anti-monopoly and unfair competition, and compliance with China's securities laws. It is uncertain
whether or how these new laws, rules and regulations and the interpretation and implementation thereof may affect us.

 The Uyghur Forced Labor Prevention Act prohibits
the import of certain goods from the Xinjiang Uyghur Autonomous Region of China. While the Company has operations in the Xinjiang Uyghur
Autonomous Region, none of its products are imported into the United States, so that law should have no effect on the Company.

 At present, these statements and regulatory
actions have had no impact on our daily business operations. Since these statements and regulatory actions are new, it is highly uncertain
how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed
implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations
will have on our business operations.

 5

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 26, 2025

Yongcheng Yang
Chief Financial Officer
Enlightify Inc.
3rd floor, Borough A, Block A. No. 181, South Taibai Road
Xi an, Shaanxi Province, PRC 710065

 Re: Enlightify Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2024
 Filed October 15, 2024
 File No. 001-34260
Dear Yongcheng Yang:

 We issued comments to you on the above captioned filing on November 12,
2024. As
of the date of this letter, these comments remain outstanding and unresolved.
We expect you
to provide a complete, substantive response to these comments by April 8, 2025.

 If you do not respond, we will, consistent with our obligations under
the federal
securities laws, decide how we will seek to resolve material outstanding
comments and
complete our review of your filing and your disclosure. Among other things, we
may decide
to release publicly, through the agency's EDGAR system, all correspondence,
including this
letter, relating to the review of your filings, consistent with the staff's
decision to publicly
release comment and response letters relating to disclosure filings it has
reviewed.

 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.
</TEXT>
</DOCUMENT>

November 12, 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, 2024
Filed October 15, 2024
File No. 001-34260
Dear Yongcheng Yang:
            We have reviewed your filing 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.
Form 10-K for the Fiscal Year Ended June 30, 2024
Part I, Item 1. Business, page 1
1.Please revise Part I, Item 1, "Business" to include substantially similar disclosures to
your disclosures on pages 28 and 29 under the heading "Uncertainties with respect to
the PRC legal system, including uncertainties regarding the enforcement of laws, and
sudden or unexpected changes in policies, laws and regulations in China could
adversely affect us." In this regard, we note your responses to comments one and two
in your letter dated August 29, 2024, which undertook to update Part I, Item 1,
“Business” in future annual reports on Form 10-K to include this disclosure.
We note your response to comment 1. We also note the following disclosure included
in appendix E to your response letter dated October 1, 2024, which discussed loans
and payments between you, your subsidiaries and the VIE, and which is not included
in your annual report: "For the years ended June 30, 2022, 2023 and 2024, the CGA
provided loans of RMB277 million, RMB58.4 million and RMB62.3 million,
respectively, to Gufeng through Jinong, and received repayments of RMB50.2
million, RMB0.6 million and RMB1.6 million, respectively. For the years ended June 2.

November 12, 2024
Page 2
30, 2022, 2023 and 2024, CGA provided loans of RMB20.1 million, RMB5.3 million
and RMB10.1 million, respectively, to the VIE through Jinong, and received
repayments of RMB5.1 million, RMB1.8 million and RMB1 million, respectively."
Please tell us why this disclosure is not included in your discussion of cash flows on
page 4 of your annual report, and confirm that, in future filings, you will 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.
Part I, Item 1C. Cybersecurity., page 40
3.We note you do not include Item 1.C Cybersecurity. Please revise or advise us why
you do not provide the disclosure as applicable under Item 106 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            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.

October 9, 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 October 1, 2024
File No. 001-34260
Dear Yongcheng Yang:
            We have reviewed your October 1, 2024 response to our comment letter and have the
following comment.
            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
September 20, 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 3. Please revise to discuss the tax consequences of
the dividends or distributions described in Annex E.

October 9, 2024
Page 2
            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.

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

Third floor,
Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province, PRC 710065

October 1, 2024

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549

Attention: Juan Grana

 Re: China Green Agriculture, Inc.

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

Filed December 15, 2023

File No. 001-34260

Dear Mr. Grana:

China Green Agriculture, Inc.,
a Nevada corporation (the “Company” or “we”), is in receipt of the letters from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated September 20, 2024 (the “Comment Letter”) to
the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, and Amendment No. 1 thereto
(the “Form 10-K”).

We hereby file via EDGAR our
response to the Comment Letters. The text of the Staff’s comment is set forth in italics below, followed by the response of the Company.

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.

RESPONSE:

As indicated in Appendix A attached to our previous letter,
we will refer to China Green Agriculture, Inc. as “us”, “we” or “the Company.” The Company’s
wholly-owned subsidiary, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. will be referred to as “Jinong” and Xi’an
Hu County Yuxing Agriculture Technology Development Co., Ltd. will be referred to as the “VIE” or “Yuxing”.

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.

RESPONSE: It is the Company’s understanding, after consulting
with Chinese counsel, that it neither it nor its subsidiaries is subject to CSRC regulations because they neither offer nor sell securities
in China. We note that the “Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies”
issued by the CSRC on February 17, 2023 applies only to “Domestic Companies,” i.e. companies established under the laws of
the PRC. With respect to the VIE, as you have noted it is not directly controlled by CGA. Nevertheless, we have expanded the discussion
in Appendix D (attached) to discuss the effects if the Company “inadvertently” concludes such permissions are not required.

3. 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 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.

RESPONSE: See revised Appendix E

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

RESPONSE: We have revised Appendix F (attached), the Summary of Risk
Factors, to discuss these matters.

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.

RESPONSE: Please see Appendix G, Enforcement of Civil Liabilities,
to be inserted in the “Business” section of the 10-K.

If you or any other member of the Staff have any questions with regard
to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information,
please contact our counsel, Robert J. Zepfel, at rjz@haddanzepfel.com.

    Sincerely,

    /s/ Zhuoyu Li

    Zhuoyu Li, CEO

    2

Appendix D (revised)

Permits and Licenses Required from the PRC Authorities
for Our Operations

The operations of the businesses that we own and
operate are subject to PRC laws and regulations. The laws and regulations governing relevant industries in China are relatively new and
quickly evolving, thus bringing uncertainties to their interpretation and enforcement.

We conduct our operations primarily through our
subsidiaries in China, and one subsidiary in the United States of America. Our operations in China are governed by PRC laws and regulations.
We and the affiliated entities are required to obtain certain licenses, permits or filing from relevant governmental authorities in China
in order to operate our business. As of the date of this report, our subsidiaries in China and the United States of America have obtained
business licenses from the PRC and U.S. government authorities necessary for our business operations in China and the United States. Given
the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government
authorities, and the promulgation of new laws and regulations and amendment to the existing ones, we may be required to obtain additional
licenses, permits, registrations, filings or approvals for our business operations in the future. Any lack of or failure to maintain requisite
approvals, licenses or permits applicable to us or our subsidiaries may have a material adverse impact on our business, results of operations,
financial condition and prospects and cause the value of any securities we offer to significantly decline or become worthless.

On December 28, 2021, the Cyberspace Administration
of China (the “CAC”) and other PRC regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review
(the “Cybersecurity Review Measures”), which became effective on February 15, 2022. Under the current Cybersecurity Review
Measures, subject to any further interpretation of the CAC and other relevant authorities, we believe we are not subject to the cybersecurity
review by the CAC, as we are primarily engaged in the production of fertilizer and similar products and do not process any data in our
business for others. Under current PRC laws, regulations and regulatory rules, as of the date of this report, including the final new
measures that became effective on February 15, 2022. we believe that we and our PRC subsidiaries, (i) are not required to obtain permissions
from the CSRC, (ii) are not required to go through cybersecurity review by the CAC and (iii) have not received or were denied such requisite
permissions by any PRC authority.

However, we cannot guarantee that the regulators
will agree with us. As of the date hereof, there remains uncertainty as to how the Cybersecurity Review Measures will be interpreted or
implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation
and interpretation related to the draft measures. We have not been involved in any investigations on cybersecurity review made by the
CAC, and we have not received any inquiry, notice, warning, or sanctions in such respect. However, as these are new regulations, there
remains uncertainties as to how they will be interpreted or implemented in the context of an overseas offering.

In addition, we do not believe we are subject to
the China Securities Regulation Commission as we are not a “domestic” company and do not offer securities in China. Of course,
we cannot guarantee that CRSC will agree with us, and there remains uncertainty as to how the China Securities Regulatory Commission will
interpret or implement its rules. It may adopt new laws, regulations or rules, and we may not be able to comply with any such laws, regulations
or rules. If we are found to be in violation of current or future rules and regulations, we could be subject to fines, sanctions, penalties
or regulatory orders.

    3

Appendix E

Cash Flows through Our Organization

We are a holding company, and we conduct most of
our operations through our PRC subsidiaries, the VIE and one subsidiary in the United States, and we plan to diversify our operations
further in the future. For instance, we are currently working on integrating assets in the United States, which is part of our broader
strategy to expand our global presence and operational capabilities. Cash is transferred through our organization in the following manner:
(1) Within our corporate structure, the cross-border transfer of funds from CGA to its Chinese subsidiaries and controlled entities is
in compliance with the laws and regulations of the PRC. CGA may make loans to its PRC subsidiaries subject to the approval, registration,
and filing with governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned
subsidiaries in China; (2) the Company paid a dividend to its shareholders of $ 0.10 per share in 2015, but has paid none since then;
(3) CGA relies on dividends and other distributions on equity paid by its PRC subsidiaries for its cash needs, , to service any debt it
may incur and to pay its operating expenses. For the operating companies in the PRC, they will first transfer funds to Green New Jersey
in accordance with applicable laws and regulations of the PRC, and then Green New Jersey will transfer legally available funds to CGA.
CGA may then distribute dividends to its shareholders in proportion to their respective shareholdings. The Company and its subsidiaries
generate and retain cash generated from operating activities and re-invest it in our business. (4) The ability of our entities in the
PRC to distribute dividends is based upon their distributable earnings. Current PRC regulations permit companies to pay dividends to their
respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
We currently do not have our own cash management policy and procedures that dictate how funds are transferred.

For the years ended June 30, 2022, 2023 and 2024,
the CGA provided loans of RMB277 million, RMB58.4 million and RMB62.3 million, respectively, to Gufeng through Jinong, and received repayments
of RMB50.2 million, RMB0.6 million and RMB1.6 million, respectively. For the years ended June 30, 2022, 2023 and 2024, CGA provided loans
of RMB20.1 million, RMB5.3 million and RMB10.1 million, respectively, to the VIE through Jinong, and received repayments of RMB5.1 million,
RMB1.8 million and RMB1 million, respectively. For the years ended June 30, 2022, 2023 and 2024, no assets other than cash were transferred
between CGA and subsidiaries or the VIE, no subsidiaries paid dividends or made other distributions to CGA, and no dividends or distributions
were paid to investors. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and
expand our business.

Effects of PRC foreign exchange regulations
on our ability to transfer assets within our organization

Current foreign exchange and other regulations
in the PRC may restrict our PRC subsidiaries and VIE in their ability to transfer their net assets to CGA and its subsidiaries and to
investors. The PRC government imposes controls on the convertibility of the Renminbi (RMB) into foreign currencies and, in certain cases,
the remittance of currency out of China. Under our current corporate structure, CGA as the holding company may rely on dividend payments
from its subsidiaries to fund any cash and financing requirements CGA may have. Under existing PRC foreign exchange regulations, payments
of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions,
can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange (the “SAFE”) by complying
with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated
from the operations of our PRC subsidiaries in China may be used to pay dividends to CGA. However, approval from or registration with
appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay
capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use
cash generated from the operations of our PRC subsidiaries and VIE to pay off their respective debt in a currency other than Renminbi
owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

In light of the flood of capital outflows of China
in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped-up scrutiny
of major outbound capital movement including overseas direct investment. More restrictions and substantial vetting process are put in
place by SAFE to regulate cross-border transactions falling under the capital account. If any of CGA’s shareholders regulated by
such policies fail to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject
to penalties from the relevant PRC authorities. The PRC government may at its discretion further restrict access in the future to foreign
currencies for current account transactions. If the foreign exchange control system prevents CGA from obtaining sufficient foreign currencies
to satisfy CGA’s foreign currency demands, CGA may not be able to pay dividends in foreign currencies to its shareholders.

    4

Appendix F

Summary of Risk Factors

The Company is a holding company incorporated in
Nevada, the United States, with no material operations of its own. We conduct our business through our operating subsidiary in China.
This structure involves unique risks to investors, and you may never directly hold equity interests in the operating entities. Investment
in our Common Stock involves significant risks. You should carefully consider all of the information in this report before making an investment
in our Common Stock. Below please find a summary of the principal risks we face, organized under relevant headings.

Investing in our securities involves a high degree
of risk. The following is a summary of significant risk factors and uncertainties that may affect our business, which are discussed in
more detail below under “Item 1A. Risk Factors” included in this Annual Report on Form 10-K:

 ● The Chinese government may intervene or influence our operations
in China at any time, or may exert more control over offerings conducted outside China by and/or foreign investment

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
Page 2
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.

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

Third floor,
Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province, PRC 710065

August 29, 2024

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549

Attention: Juan Grana

    Re:
     China Green Agriculture, Inc.

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

Filed December 15, 2023

File No. 001-34260

Dear Mr. Grana:

China Green Agriculture, Inc.,
a Nevada corporation (the “Company” or “we”), is in receipt of the letters from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated March 27, 2024 and May 6, 2024 (the “Comment Letters”)
to the Company, aw well as the telephonic comments received May 29, 2024, with respect to the Company’s Annual Report on Form 10-K
for the year ended June 30, 2023, and Amendment No. 1 thereto (the “Form 10-K”).

We hereby file via EDGAR our
response to the Comment Letters. The text of the Staff’s comment is set forth in italics below, followed by the response of the Company.

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
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.

RESPONSE:

The Company undertakes to update Part I, Item 1, “Business”
in future Annual Reports on Form 10-K to include the disclosure as shown in Appendix A at the beginning.

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.

RESPONSE: The Company will include additional disclosure
in the “Business” section, as shown on Appendix A, to the effect that the risks described therein could result in a material
change in our operations and the value of our Common Stock, and that these factors could hinder our 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.\

RESPONSE: In future filings, the Company undertakes to
add the following paragraph under the caption Business-- Risks Related to Doing Business in the PRC:”

Although the majority of our operations in China, our outside
auditors, GAO CPA Firm, are located in the United States, at 14648 Falling Leaf Drive, Frisco, TX 75035. The Holding Foreign Companies
Accountable Act requires the SEC to identify public companies that have retained a registered public accounting firm to issue an audit
report where the firm has a branch or office that: (1) is located in a foreign jurisdiction, and (2) the Public Company Accounting Oversight
Board (“PCAOB”) has determined that it is unable to inspect or investigate completely because of a position taken by an authority
in the foreign jurisdiction. Since our auditors are located in Texas, and we are not owned or controlled by the Chinese government,
we do not believe that the Holding Foreign Companies Accountable Act is applicable to us.

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.

RESPONSE:

In future filings the Company will include the paragraph
set forth on Appendix B immediately after the table on page 3. In addition, the Company will remove the solid line with an arrow pointing
from Jinong to the VIE company in the chart, and replace this with a dashed line and arrow.

    2

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.”

RESPONSE:

In future filings the Company will refrain from implying
that it owns the 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 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.

RESPONSE:

Th first paragraph of Appendix B, to be included in
future filings, clarifies that neither the Company nor its subsidiary owns equity interests in the VIE, that these contractual
relationships are not equivalent to equity, that their purpose is to allow the Company to consolidate their results for US GAAP
purposes, and that these contracts have not been tested in a court of law. Also, the paragraph under “Our History” has
been corrected to indicate that Tianjuyuan is a subsidiary of Gufeng not Jinong, and that Yuxing is the only VIE. Finally, the chart
on page 3 will be revised to conform to this disclosure, and will add in the VIE.

    3

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.

RESPONSE:

In future filings, we will add the disclosure set forth
on Appendix D into the 10-K under “Government Regulation,” relating to cybersecurity regulation.

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 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.

RESPONSE:

In future filings, we will add the disclosure set forth
on Appendix E in the 10-K under “Business”.

    4

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.

RESPONSE:

In future filings, we will include a “Summary of
Risk Factors” at the beginning of the “Risk Factors” section, as set forth on Appendix F

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.

RESPONSE: In future filings, we will add the following
paragraph under “Risk Factors-- Risks Related to Doing Business in the PRC:

Risks Relating to Contractual Arrangements with the
VIE

It is possible that the government of the PRC might determine
that the contractual arrangements underlying the VIE structure are not in compliance with PRC laws, regulations, or interpretations either
in their current form or if these laws or regulations change or are interpreted differently in the future. If such determinations, changes,
or interpretations result in our inability to assert contractual control over the assets of our PRC subsidiaries or the VIE that conduct
all or substantially all of our operations, our Common Stock could become worthless.”

    5

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

CORRESP
1
filename1.htm

CHINA
GREEN AGRICULTURE, INC.

Third
floor, Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province, PRC 710065

May
15, 2024

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, NE

Washington,
D.C. 20549

Attention:
Juan Grana

 Re: China
Green Agriculture, Inc.

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

Filed
December 15, 2023

File
No. 001-34260

Dear
Mr. Grana:

China
Green Agriculture, Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated May 6, 2024 (the “Comment
Letter”) to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, and Amendment
No. 1 thereto (the “Form 10-K”).

We
hereby file via EDGAR our response to the Comment Letter.

We
have reviewed each of the comments in the Comment Letter and undertake to address each of them in our Report on Form 10-K for the fiscal
year ending June 30, 2024 and subsequent filings.

If
you or any other member of the Staff have any questions with regard to the foregoing responses, would like to discuss any of the matters
covered in this letter, or otherwise require additional information, please contact our counsel, Robert J. Zepfel, at rjz@haddanzepfel.com
or (949) 683-0878.

    Sincerely,

    /s/ Zhuoyu
    Li

    Zhuoyu
    Li, CEO

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

 FirstName LastNameYongcheng Yang
 Comapany NameChina Green Agriculture, Inc.
 May 6, 2024 Page 2
 FirstName LastNameYongcheng Yang
China Green Agriculture, Inc.
May 6, 2024
Page 2
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

 FirstName LastNameYongcheng Yang
 Comapany NameChina Green Agriculture, Inc.
 May 6, 2024 Page 3
 FirstName LastName
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
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.

 FirstName LastNameYongcheng Yang
 Comapany NameChina Green Agriculture, Inc.
 May 6, 2024 Page 4
 FirstName LastName
Yongcheng Yang
China Green Agriculture, Inc.
May 6, 2024
Page 4
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

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

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

Third floor, Borough A, Block A. No. 181, South
Taibai Road, Xi’an, Shaanxi Province, PRC 710065

April 9, 2024

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, D.C. 20549

Attention: Juan Grana

    Re:
    China Green Agriculture, Inc.

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

    Filed December 15, 2023

    File No. 001-34260

Dear Mr. Grana:

China Green Agriculture, Inc., a Nevada corporation
(the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) dated March 27, 2024 (the “Comment Letter”) to the Company, with respect
to the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, and Amendment No. 1 thereto (the “Form 10-K.”)

We hereby file via EDGAR our
response to the Comment Letter. The text of the Staff’s comment is set forth in italics below, followed by the response of the Company.

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

 1. Please revise your annual report, as applicable, to provide more specific and prominent disclosures about the legal and operational
risks associated with China-based companies. For additional guidance, please see the Division of Corporation Finance’s Sample Letters
to China-Based Companies issued by the Staff in December 2021 and July 2023. In particular, please ensure that any existing risk factor
disclosure regarding the legal and operational risks associated with your operations in China is updated to address the Sample Letters.
Please also provide responsive disclosure in Part I. Item 1. Business of the Form 10-K.

RESPONSE: The “Risk Factors” Section of the Company’s
Annual Report on Form 10-K already includes an extensive risk factor entitled “Risks Related to Doing Business in the PRC”
which we believe addresses all the issues set forth in Division of Corporation Finance’s Sample Letters to China-Based Companies issued
by the Staff in December 2021 and July 2023. However, the Company will revise its disclosure in future Annual Reports on Form 10-K to
include, in the “Business” section, a summary of the risks that the Company’s significant operations in China pose to
investors. The Company will describe the significant regulatory, liquidity, and enforcement risks, including risks arising from the legal
system in China; 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 in or influence the Company’s 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 the Company’s operations and/or the value of the Company’s securities.

The Company undertakes to update Item 1 in future Annual Reports on
Form 10-K to include the disclosure as shown in Appendix A.

 2. To the extent that one or more of your officers and/or directors are located in China
or Hong Kong, please 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 identify each officer and/or director
located in China or Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals.
For example, revise to discuss more specifically the limitations on investors being able to effect service of process and enforce civil
liabilities in China, lack of reciprocity and treaties, and cost and time constraints. Also, please disclose these risks in a separate
risk factor, which should contain disclosures consistent with the separate section.

RESPONSE: The Company advises the Staff that the Company previously
included a risk factor in its Report on Form 10-K discussing the difficulty of bringing actions and enforcing judgments against its officers
and directors. Please see the risk factor in the 10-K entitled “It may be difficult to serve the Company with legal process or
enforce judgments against the Company or its management.” The Company confirms that it will re-title and supplement the risk
factor with additional disclosure, as shown in Appendix B.

If you or any other member of the Staff have any questions with regard
to the foregoing responses, would like to discuss any of the matters covered in this letter, or otherwise require additional information,
please contact our counsel, Robert J. Zepfel, at rjz@haddanzepfel.com.

    Sincerely,

    /s/ Zhuoyu Li, CEO

    2

Appendix A

Doing Business in China

Uncertainties with respect to the PRC legal
system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations
in China could adversely affect us.

As a business operating in China, we are subject to
the laws and regulations of the PRC, which can be complex and which evolve rapidly. (See also, “Risk Factors—Risks Related
to Doing Business in the PRC.”) The PRC government has the power to exercise significant oversight and discretion over the conduct
of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a
result, there remain uncertainties regarding the application, interpretation, and enforcement of new and existing laws and regulations
in the PRC. Compliance with the complex and evolving PRC laws, regulations, and regulatory statements may be costly, and such compliance
or any associated inquiries or investigations or any other government actions may:

 ● Delay or impede our development,

 ● Result in negative publicity or increase our operating costs,

 ● Require significant management time and attention, and

 ● Subject us to remedies, administrative penalties and even
criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders
that we modify or even cease our business practices.

The promulgation of new laws or regulations, or
the new interpretation of existing laws and regulations, that restrict or otherwise unfavorably impact the ability or manner in which
we conduct our business and could require us to change certain aspects of our business to ensure compliance, could decrease demand for
our products, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to
additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition
and results of operations could be adversely affected as well as materially decrease the value of our securities.

The PRC government  may intervene in
or influence our operations in China, which may potentially result in a material adverse effect on our operations. For example, the government
of the PRC has recently published new policies that significantly affect certain industries such as the education and internet industries,
and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely
affect our business, financial condition and results of operations.

Recently, the Chinese government initiated a series
of regulatory actions and statements to regulate business operations in China, including enhanced supervision over China-based companies
listed outside of China using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews,
and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the relevant PRC government authorities made public
the Opinions on Intensifying Crack-Down on Illegal Securities Activities. These opinions emphasized the need to strengthen the administration
over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take measures, such
as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed
companies. On November 14, 2021, the Cyberspace Administration of China (the “CAC”) released the draft Administrative Regulations
on Cyber Data Security (the “Draft Cyber Data Security Regulations”) for public comments, which requires, among others, that
a prior cybersecurity review should be required for listing abroad of data processors which process over one million users’ personal
information, and the listing of data processors in Hong Kong which affects or may affect national security.

    3

Although the Company has not engaged in securities
offerings outside China, and has no present intention to do so, and is not in the data processing business, it is possible that similar
initiatives in the future could adversely affect the Company’s business. The Chinese government may further promulgate relevant
laws, rules and regulations that may impose additional and significant obligations and liabilities on overseas listed Chinese companies
regarding data security, cross-border data flow, anti-monopoly and unfair competition, and compliance with China’s securities laws.
It is uncertain whether or how these new laws, rules and regulations and the interpretation and implementation thereof may affect us.

The Uyghur Forced Labor Prevention Act prohibits
the import of certain goods from the Xinjiang Uyghur Autonomous Region of China. While the Company has operations in the Xinjiang Uyghur
Autonomous Region, none of its products are imported into the United States, so that law should have no effect on the Company.

At
present, these statements and regulatory actions have had no impact on our daily business operations. Since these statements
and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and
what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and
the potential impact such modified or new laws and regulations will have on our business operations.

Appendix B

Enforceability of Civil Liabilities

It may be difficult to serve the Company with
legal process or enforce judgments against the Company or its management It may be difficult to serve the Company with legal process or
enforce judgments against the Company or its management.

Most
of the Company’s assets are located in China, and its directors and officers are not residents of the United States. All or substantial
portions of the assets of such non-residents are located outside the United States. As a result, it may not be possible to effect service
of process within the United States upon such persons to originate an action in the United States. Moreover, there is uncertainty that
the courts of China would enforce judgments of U.S. courts against the Company, its directors or officers based on the civil liability
provisions of the securities laws of the United States or any state, or an original action brought in China based upon the securities
laws of the United States or any state.

The recognition and enforcement of foreign judgments
are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements
of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of
reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocity with the United States that provide
for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts
will not enforce a foreign judgment against us or our director and officers if they decide that the judgment violates the basic principles
of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would
enforce a judgment rendered by a court in the United States.

    4

United States securities and exchange commission logo
March 27, 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.
Amendment No. 1 to Form 10-K for Fiscal Year Ended June 30, 2023
Filed December 15, 2023
File No. 001-34260
Dear Yongcheng Yang:
            We have reviewed your filing 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.
Form 10-K for the Year Ended June 30, 2023
General
1.Please revise your annual report, as applicable, to provide more specific and prominent
disclosures about the legal and operational risks associated with China-based
companies. For additional guidance, please see the Division of Corporation Finance's
Sample Letters to China-Based Companies issued by the Staff in December 2021 and July
2023. In particular, please ensure that any existing risk factor disclosure regarding the
legal and operational risks associated with your operations in China is updated to address
the Sample Letters. Please also provide responsive disclosure in Part I. Item 1. Business of
the Form 10-K.
2.To the extent that one or more of your officers and/or directors are located in China or
Hong Kong, please 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 identify each officer and/or
director located in China or Hong Kong and disclose that it will be more difficult to
enforce liabilities and enforce judgments on those individuals.  For example, revise to

 FirstName LastNameYongcheng Yang
 Comapany NameChina Green Agriculture, Inc.
 March 27, 2024 Page 2
 FirstName LastName
Yongcheng Yang
China Green Agriculture, Inc.
March 27, 2024
Page 2
discuss more specifically the limitations on investors being able to effect service of
process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and
time constraints.  Also, please disclose these risks in a separate risk factor, which should
contain disclosures consistent with the separate section.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Juan Grana at 202-551-6034 or Jessica Ansart at 202-551-4511 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Robert Zepfel, Esq.

April 18, 2018

Zhuoyu Li
Chief Executive 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, 2017
File No. 001 -34260

Dear Mr. Li :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CHINA
GREEN AGRICULTURE, INC.

Third
floor, Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province, PRC 710065

April
13, 2018

Via
Edgar

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Mail
Stop: 3561

Washington,
D.C. 20549

Attention:
Melissa Raminpour, Branch Chief

    Re:
    China
    Green Agriculture, Inc.

    Amendment
        No. 1 to Form 10-K for the Fiscal Year Ended June 30, 2017

        Amendment
        No. 1 to Form 10-Q for the Fiscal Quarter Ended December 31, 2017

        File
        No. 001-34260

Dear
Ms. Raminpour:

China
Green Agriculture, Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated March 22, 2018
(the “Comment Letter”) to the Company, with respect to the Company’s Amendment No. 1 to Form 10-K for the Fiscal
Year Ended June 30, 2017 (the “Form 10-K/A”) and Amendment No. 1 to Form 10-Q for the Fiscal Quarter Ended December
31, 2017 (the “Form 10-Q/A”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff’s
comment is set forth in italics below, followed by the response of the Company.

Form
10-K/A for the Fiscal Year Ended June 30, 2017

    1.
    We
    note that you have filed an amended Form 10-K to reclassify the cash outflow of acquisitions payable from operating activities
    to investment activities in the statement of cash flow. In light of this material change in cash flows provided by operating
    and investing activities, it appears that you should mark the 2017 column in the statement of cash flows as “restated.”
    Also, your auditor should perform and necessary procedures as a result of the restatement and revise the date of their audit
    report accordingly. Also, please explain to us how these changes affect your conclusion that Disclosure Controls and Procedures
    were effective as of June 30, 2017 and Internal Controls over Financial Reporting were effective at June 30, 2017. Please
    advise or revise accordingly.

Response:

In
the Amendment No. 2 to Form 10-K for the Fiscal Year Ended June 30, 2017, we will mark the 2017 column in the statement of
cash flows as “Restated.” the Company’s independent registered public accounting firm had performed necessary procedures
as a result of the restatement and will update the audit report in the Amendment No. 2 accordingly. Due to the reclassification
of cash flows made in operating and investing activities, we conclude that the Disclosure Controls and Procedures were not effective
as of June 30, 2017 and Internal Controls over Financial Reporting were not effective as of June 30, 2017. We will revise the
conclusion in the Amendment No. 2.

Form
10-Q/A for the Fiscal Quarter Ended December 31, 2017

Financial
Statements

    2.
    We
    note that you have amended note 2 to your December 31, 2017 interim financial statements and only included note 2 in your
    amended 10-Q for the quarter ended December 31, 2017. Please note that when one part of an item is amended, the item must
    be filed as amended in its entirety. Therefore, please revise your 10-Q/A for the quarter ended December 31, 2017 to provide
    the whole of your financial statements under Item 1. Please refer to Rule 12b-15 of the Exchange Act of 1934 which requires
    that any amendments set forth the complete text of each item amended. Updated certifications should also be included in your
    revised report.

Response:

In
the Amendment No. 2 to Form 10-Q for the Fiscal Quarter Ended December 31, 2017, we will provide the whole financial statements
under Item 1. The Amendment No. 2 will include the previously revised note 2 from the Amendment No. 1 to Form 10-Q for the Fiscal
Quarter Ended December 31, 2017. We will also update certifications in the Amendment No. 2.

We
acknowledge that we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
respect to the filing, and that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

    Sincerely,

    /s/
    Zhuoyu Li

    Zhuoyu Li

    Chief Executive Officer

March 22, 2018

Zhuoyu Li
Chief Executive 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.
 Amendment No. 1 to Form 10-K for the Fiscal Year Ended June 30, 2017
Amendment No. 1 to Form 10 -Q for the Fiscal Quarter Ended December 31,
2017
File No. 001 -34260

Dear Mr. Li :

We have reviewed your March 16, 2018 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten b usine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K/A for the Fiscal Year Ended June 30, 2017

1. We note that you have filed an amended Form 10 -K to reclassify the cash outflow of
acquisitions payable from operating activities to investm ent activities in the statement of
cash flow.  In light of this material change in cash flows provided by operating and
investing activities, it appears that you should mark the 2017 column in the statement of
cash flows as “restated.”  Also, your auditor should perform and necessary procedures as
a result of the restatement and revise the date of their audit report accordingly.  Also,
please explain to us how these changes affect your conclusion that Disclosure Controls
and Procedures were effective as of June 30, 2017 and Internal Controls over Financial
Reporting were effective at June 30, 2017.  Please advise or revise accordingly.

Zhuoyu Li
China Green Agriculture, Inc.
March 22, 2018
Page 2

 Form 10 -Q/A for the Fiscal Quarter Ended December 31, 2017

Financial Statements

2. We note that you have amended note 2 to your December 31, 2017 interim financial
statements and only included note 2 in your amended 10 -Q for the quarter ended
December 31, 2017.  Please note that when one part of an item is amended, the item must
be filed as amended in its entirety.  Therefo re, please revise your 10 -Q/A for the quarter
ended December 31, 2017 to provide the whole of your financial statements under Item 1.
Please refer to Rule 12b -15 of the Exchange Act of 1934 which requires that any
amendments set forth the complete text of  each item amended.   Updated certifications
should also be included in your revised report.

You may contact Heather Clark at 202 -551-3624 or Claire Erlanger at 202 -551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

CHINA
GREEN AGRICULTURE, INC.

Third
floor, Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province, PRC 710065

March
16, 2018

Via
Edgar

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Mail
Stop: 3561

Washington,
D.C. 20549

Attention:
Melissa Raminpour, Branch Chief

 Re: China
Green Agriculture, Inc.

    Form
10-K for the Fiscal Year Ended June 30, 2017

Filed
October 19, 2017

Form
10-Q for the Quarter Ended December 31, 2017

Filed
February 14, 2018

File
No. 001-34260

Dear
Ms. Raminpour:

China
Green Agriculture, Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated February 16,
2018 (the “Comment Letter”) to the Company, with respect to the Company’s Annual Report on Form 10-K for the
year ended June 30, 2017 (the “Form 10-K”) and Quarterly Report on Form 10-Q for the quarter ended December 31, 2017
(the “Form 10-Q”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is
set forth in italics below, followed by the response of the Company.

Form
10-K for the Fiscal Year Ended June 30, 2017

Financial
Statements

Notes
to Financial Statements

Note
3 – Inventories, page F-15

 2. We
                                         note your disclosure that during 2017 you sold compound fertilizers (finished goods)
                                         to certain parties at market prices, and purchased equivalent amount of simple fertilizers
                                         (raw material) from the same parties also at market price. Please clarify for us whether
                                         you recognized revenue on these sales of $58 million during fiscal 2017. If you recognized
                                         revenue on these amounts, please provide us more details as to whether these purchase
                                         agreements and sale agreements were entered into in contemplation of one another. As
                                         part of your response, please tell us if the purchase transaction is legally contingent
                                         upon the sale transaction. If there is no legal contingency, please tell us if the counterparties
                                         have a right to offset the obligations resulting from the purchase and sale transaction
                                         and if the purchase and sale transactions were entered into simultaneously. We may have
                                         further comment upon receipt of your response.

Response:

As its core business, our subsidiary, Gufeng, manufactures compound fertilizers or finished goods from
various raw materials and sells compound fertilizers to its customers at market price. Typically, Gufeng’s customers are
influential dealers and distributors who also have the relationship and negotiating power to source and sell a great variety of
basic raw materials in large quantities across multiple markets, which Gufeng can use to make compound fertilizers. Therefore,
in addition to selling them compound fertilizers, Gufeng can also purchase raw materials, such as some simple fertilizers, from
these dealers. To effectively manage its supply chain, Gufeng sometimes sources to these same companies when they can timely deliver
the needed volume in large quantities at an ordered price. During the fiscal year 2017, Gufeng purchased $58 million in simple
fertilizers over time from a number of those dealers, to which Gufeng also sold $87 million of manufactured compound fertilizers.
The sales to these dealer customers stood as accounts receivable when the payment remained due from them, and the purchases of
raw materials from these companies were booked as accounts payable until we paid the invoices for the simple fertilizer raw materials.
We recognized revenues from all the $87 million in compound fertilizers sold during the period. After the sales, certain accounts
receivable was offset by the accounts payable over time, in an aggregate amount of $58 million.

The trading business of
fertilizer products is a commodity market characterized by high volatility. As a manufacturer, Gufeng is subject to the market
risks in the price of both its finished goods and raw materials. To manage this volatility and take advantage of favorable price
movements, Gufeng monitors the price movement in the market daily and makes its purchase and sales decisions based on this data.
Depending on market prices, Gufeng may choose to enter into a purchase contract or a sales contract. The transactions arising
from these purchase and sale agreements are part of Gufeng’s routine business operations, and they were not entered simultaneously.
Instead, they were negotiated and entered into from time to time based on current market conditions and are not bonded with each
other. Specifically, there were no legal contingencies between the purchase transactions and the sales transactions. While the
purchase and sales agreements don’t provide explicit rights or duties for a party to offset its obligation, the agreements
also don’t limit the form of payment, either. The offset occurred as the result of the clearing settlement after the various
transactions that had occurred. If there had been no such clearing settlements agreed upon by the parties, the resulting payables
and receivables would have remained outstanding until being paid off. As these purchase transactions are part of Gufeng’s
routine business, we recognized the revenues.

Note
9 – Loan Payables, page F-18

 2. Please
                                         revise to conclude the last sentence before the second table which begins “The
                                         loans No. 2 is guaranteed by Jinong’s…”

Response:

We
will revise the disclosure in the last sentence before the second table in Note 9 as “The loans No. 2 is guaranteed by Jinong’s
credit.” in the amended Form 10-K/A.

      2

Note
17 – Business Combinations, page F-25

 3. We
                                         note from page F-27 that you paid cash for the VIE acquisitions of $6.8 million during
                                         fiscal 2017. Please tell us where this cash flow outflow is reflected in your statements
                                         of cash flows. In this regard, it appears from Note 8 that the cash paid in the acquisition
                                         was included in Accrued Expenses and Other as of June 30, 2016 and was paid during fiscal
                                         2017. It would appear that because this amount related to the payment for an acquisition,
                                         the cash outflow during fiscal 2017 should be included in the investing activities section
                                         of the statement of cash flow. Please advise or revise accordingly.

Response:

We
made two rounds of acquisitions in June 2016 and January 2017 respectively. For the acquisitions made in June 2016, the purchase
consideration included ¥37 million rmb in cash, which we originally recorded as $5.6 million acquisition payable in “Accrued
Expenses and Other Payables” as of June 30, 2016. After we paid off this acquisition payable in fiscal year 2017, we recorded
its payment of $5.4 million (using average exchange rate) in the “Cash Flows from Operating Activities” section in
the Consolidated Statements of Cash Flows, which includes “Accrued Expenses and Other Payables”. As these cash outflows
were related to the payment for business combinations, we will separate these cash outflows out of operating activities and include
them in the investing activities section of the statement of cash flow in the amended Form 10-K/A.

For
the acquisitions made in January 2017, the purchase consideration included ¥8 million rmb paid in cash. We recorded a net
payment in cash of $0.14 million in the “Cash Flows from Investing Activities” net of the effects from the ¥7.1
million rmb cash we acquired in the target companies’ working capital. We will keep and aggregate this net payment with
the $5.4 million payment for June 2016 acquisitions in the investing activities section of the statement of cash flow in the amended
Form 10-K/A.

Form
10-Q for the Fiscal Quarter Ended December 31, 2017

Financial
Statements

Notes
to Financial Statements

Note
2 – Basis of Presentation and Summary of Significant Accounting Policies

Recent
accounting pronouncements, page 7

 4. We
                                         note your disclosure that ASU 2016-10 is effective beginning January 1, 2018. Given that
                                         the ASU is effective for fiscal years beginning after December 15, 2017, it would appear
                                         as though the ASU applies to you beginning July 1, 2018. Your disclosure concerning the
                                         effectiveness of ASU 2016-11, and 2016-12 should be similarly revised.

Response:

In
the amended Form 10-Q/A we will revise our disclosure of recent accounting pronouncements in Note 2 that ASU 2016-10, 2016-11, 2016-12
will be effective for us beginning July 1, 2018.

      3

Liquidity
and Capital Resources

Inventories,
page 34

 5. We
                                         note that the primary reason for the increase in inventories since June 30, 2017 is due
                                         to the increase in Jinong’s inventory of $329,000. However, the total increase
                                         in inventory from June 30, 2017 to December 31, 2017 is $27.6 million. Please tell us
                                         and revise to disclose the other factors that resulted in the significant increase in
                                         inventory from June 30, 2017 to December 31, 2017. Also, we note that the allowance for
                                         doubtful accounts has increased $4.5 million in the first half of fiscal 2018. In this
                                         regard, if there are material changes in the allowance for doubtful accounts or other
                                         valuation and qualifying accounts, please consider including Schedule II in your next
                                         Form 10-K as required by Rule 5-04 of Regulation S-X.

Response:

In
the amended Form 10-Q/A, we will revise our disclosure of changes in inventories (page 34 of the current 10-Q) to read “We
had inventories of $105,613,585 as of December 31, 2017, as compared to $78,013,891 as of June 30, 2017, an increase of $27,599,694,
or 35.4%. The increase was primarily attributable to changes in Gufeng’s inventory. As of December 31, 2017, Gufeng’s
inventory was $ 82,031,649, representing an increase of $26,312,857, as compared to $55,718,792 as of June 30, 2017.” As
required by Rule 5-04 of Regulation S-X, we will include Schedule II in our future Form 10-K when there are material changes in
the allowance for doubtful accounts or other valuation and qualifying accounts.

We
acknowledge that we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with
respect to the filing, and that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

    Sincerely,

    /s/
    Zhuoyu Li

    Zhuoyu
Li

    Chief
    Executive Officer

4

February 1 6, 2018

Zhuoyu Li
Chief Executive 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, 2017
Filed October 19, 2017
Form 10 -Q for the Quarter Ended December 31, 2017
Filed February 14, 2018
File No. 001 -34260

Dear Mr. Li :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2017

Financial Statements

Notes to Financial Statements

Note 3  – Inventories, page F -15

1. We note your disclosure that during 2017 you sold compound fert ilizers (finished goods)
to certain parties at market prices, and purchased equivalent amount of simple fertilizers
(raw material) from the same parties also at market price.  Please clarify for us whether
you recognized revenue on these sales of $58 milli on during fiscal 2017 .  If you
recognized revenue on these amounts, p lease provide us more details as to whether these
purchase agreements and sale agreements were entered into in contemplation of one
another.  As part of your response, please tell us if t he purchase transaction is legally

Zhuoyu Li
China Green Agriculture, Inc.
February 1 6, 2018
Page 2

 contingent upon the sale transaction.  If there is no legal contingency, please tell us if the
counterparties have a right to offset the obligations resulting from the purchase and sale
transaction and if the purchase and  sale transactions were entered into simultaneously.
We may have further comment upon receipt of your response.

Note 9 – Loan Payables, page F -18

2. Please revise to conclude the last sentence before the second table which begins “The
loans No. 2 is guaranteed by Jinong’s…”

Note 17 – Business Combinations, page F -25

3. We note from page F -27 that you paid cash for the VIE acquisitions of $6.8 million
during fiscal 2017.  Please tell us where this cash flow outflow is reflected in your
statements of cas h flows.  In this regard, it appears from Note 8 that the cash paid in the
acquisition was included in Accrued Expenses and Other as of June 30, 2016 and was
paid during fiscal 2017.  It would appear that because this amount related to the payment
for an a cquisition, the cash outflow during fiscal 2017 should be included in the investing
activities section of the statement of cash flow.  Please advise or revise accordingly.

Form 10 -Q for the Fiscal Quarter Ended December 31, 2017

Financial Statements

Notes to Financial Statements

Note 2 – Basis of Presentation and Summary of Significant Accounting  Policies

Recent accounting pronouncements, page 7

4. We note your disclosure that ASU 2016 -10 is effective beginning January 1, 2018.
Given that the ASU is effective for fiscal years beginning after December 15, 2017, it
would appear as though the ASU applies to you beginning July 1, 2018.  Your disclosure
concerning the effectiveness of ASU 2016 -11, and 2016 -12 should be similarly revised.

Liquidity and Capital Resources

Inventories, page 34

5. We note that the primary reason for the increase in inventories since June 30, 2017 is due
to the increase in Ji nong’s inventory of $329 ,000.  However, the total increase in
inventory f rom June 30, 2017 to December 31 , 2017 is $27.6 million.  Please tell us and
revise to disclose the other factors that resulted in the significant increase in inventory
from June 30, 2017 to December 31, 2017.  Also, we note that the allowance for doubtful

Zhuoyu Li
China Green Agriculture, Inc.
February 1 6, 2018
Page 3

 accounts has increased $4.5 million in the first half of fiscal 2018 .  In this regard, if there
are material changes in the allowance for doubtful accounts or other valuation and
qualifying a ccounts, please consider including  Schedule II in your next Form 10 -K as
required by Rule 5 -04 of Regulation S -X.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Heather Clark at 202 -551-3624 or Claire Erlanger at 202 -551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and L eisure

April 9, 2015

Ken Ren
Chief Financial Officer
 China Green Agriculture , Inc.
300 Walnut Street, Suite 245
Des Moines, Iowa 50309

Re: China Green Agriculture , Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2014
Filed September 15, 2014
File No. 001-34260

Dear Mr. Ren:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff comments
as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  We urge all per sons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the filing includes the information the
Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch C hief

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

300 Walnut
Street, Suite 245, Des Moines, Iowa 50309

April 3, 2015

Via Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: Melissa Raminpour, Branch Chief

    Re:
    China Green Agriculture, Inc.

Form 10-K for the Fiscal Year Ended June 30, 2014

Filed September 15, 2014

File No. 001-34260

Dear Ms. Raminpour:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated March 20, 2015 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2014 (the “Form
10-K”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is set forth in italics
below, followed by the response of the Company.

Form 10-K for the Year
Ended June 30, 2014

Financial Statements

Notes to Consolidated Financial Statements

Note 2 – Basis of Presentation and
Summary of Significant Accounting Policies

Deferred assets, page F-8

 1. We
note from your response to our prior comment 1 that the deferred assets consist of items such as furniture, racks, cabinets, and
display units, and items outside or attached to the distributors stores such as signage and billboards that you purchase and install
at your distributors stores. Please revise your disclosure in Note 2 to more clearly describe the nature of these assets, using
language similar to that provided in your response to us.

Response:

We have included the narrative
in our response to the Staff in our letter dated March 13, 2015 under Note 2 – Deferred assets in the Amendment No. 2 to
the Form 10-K.

We acknowledge that we
are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that Staff comments or changes
to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing,
and that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Sincerely,

    /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

    2

March 20, 2015

Ken Ren
Chief Financial Officer
 China Green Agriculture , Inc.
300 Walnut Street, Suite 245
Des Moines, Iowa 50309

Re: China Green Agriculture , Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2014
Response Dated February 13, 2015
File No. 001-34260

Dear Mr. Ren:

We have reviewed your March 13, 2015  response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so  we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional co mments.   Unless
we note otherwise, our references to prior comments are to comments in our February 27 , 2015
letter.

Form 10 -K for the Fiscal Year Ended June 30, 2014

Financial Statements

Notes to Consolidated Financial Statements

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Deferred assets, page F -8

1. We note from your response to our prior comment 1 that the deferred assets consist of items
such as furniture, racks, cabinets, and display units, and items outside or attached to the
distributors stores such as signage and billboards that you purchase and install at your
distributors stores.  Please revise your disclosure in Note 2 to more clearly describe the
nature of these assets, using language similar to  that provided in your response to us.

Ken Ren
China Green Agriculture , Inc.
March 20, 2015
Page 2

You may contact Heather Clark at 202 -551-3624 or Claire Erlanger at 202 -551-3301 if you
have questions regarding comments on the financial statements and related matters.  Please contact
me at 202 -551-3379 with any o ther questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

300
Walnut Street, Suite 245, Des Moines, Iowa 50309

March 13, 2015

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: Melissa Raminpour, Branch Chief

    Re:
    China Green Agriculture, Inc.

Form 10-K for the Fiscal Year Ended June 30, 2014

Filed September 15, 2014

File No. 001-34260

Dear Ms. Raminpour:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated February 27, 2015 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2014 (the “Form
10-K”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is set forth in italics
below, followed by the response of the Company.

Form 10-K for the Year Ended June 30, 2014

Notes to Consolidated Financial Statements

Note 2 – Basis of Presentation and Summary of Significant
Accounting Policies

Deferred assets, page F-8

    1.
    We note from
your response to prior comment 6 that you have capitalized amounts given to distributors to help them expand their place of business,
improve signage and appearance in an effort to better present your brand name and image and to make your products more accessible
to the end customers.  Please provide us further detail on the nature of each asset type capitalized as deferred assets.  In
this regard, your response states you believe these items  “would ordinarily be capitalized as fixed assets.”  Please
address why they are properly capitalized in your response.  Also, as part of your response, please clarify whether
you purchased assets directly for the distributor, or you reimbursed the distributor with cash. If the latter is the case, please
clarify how you ensure the reimbursements go toward the appropriate assets.

Response:

The deferred assets consist of
items inside the distributors’ stores such as furniture, racks, cabinets, and display units, and items outside or attached
to the distributors’ stores such as signage and billboards. These types of assets would be capitalized as fixed assets if
the Company actually owned the stores or utilized the assets for its own operations. These assets would also be capitalized as
leasehold improvements if the Company leased these stores from the distributors. Therefore, the Company believes that under the
U.S. generally accepted accounting principles, these types of assets purchases are properly capitalized. In addition, the Company
believes that these assets are properly classified as deferred assets because if a distributor breaches, defaults, or terminates
the agreement with the Company within a three-year period, a proportionate amount expended by the Company is to be repaid by the
distributor. The Chairman of the Board of directors of the Company guaranteed to the Company of amounts remaining unpaid due from
distributors.

The assets inside the distributors’
stores are custom made to fit the layout of each individual store and the signage and billboards are also custom designed to fit
the specific location. The assets were purchased by the Company directly from the manufacturers and installed in the distributors’
stores. The Company wants to maintain control over the quality of the items being purchased as well as making them uniform among
all the distributor locations.

Below is a summary of the deferred
assets by Chinese Province at December 31, 2014:

    US Dollars

    Accumulated
    Net

    Province
    Cost
    Amortization
    Balance

    Signage/billboards

    Anhui
      3,678,631
      1,786,883
      1,891,748

    Fujian
      2,262,221
      1,098,867
      1,163,354

    Gansu
      2,799,807
      1,359,997
      1,439,810

    Guangdong
      2,849,276
      1,384,027
      1,465,249

    Guangxi
      2,302,075
      1,118,225
      1,183,850

    Guizhou
      447,205
      217,229
      229,976

    Hainan
      250,485
      121,672
      128,813

    Hebei
      2,509,965
      1,219,207
      1,290,758

    Henan
      2,577,615
      1,252,069
      1,325,546

    Heilongjiang
      3,003,751
      1,459,063
      1,544,688

    Hubei
      2,214,038
      1,075,462
      1,138,576

    Hunan
      1,450,438
      704,546
      745,892

    Jilin
      2,108,503
      1,024,198
      1,084,305

    Jiangsu
      2,277,865
      1,106,466
      1,171,399

    Jiangxi
      1,769,037
      859,304
      909,733

    Liaoning
      2,168,140
      1,053,167
      1,114,973

    Inner Mongolia
      942,879
      458,000
      484,879

    Ningxia
      805,210
      391,128
      414,082

    Shandong
      3,970,344
      1,928,582
      2,041,762

    Shanxi
      2,086,579
      1,013,549
      1,073,030

    Shaanxi
      2,236,596
      1,086,419
      1,150,177

    Shanghai
      287,930
      139,861
      148,069

    Sichuan
      2,395,985
      1,163,842
      1,232,143

    Tianjin
      286,417
      139,126
      147,291

    Xinjiang
      2,707,637
      1,315,226
      1,392,411

    Yunnan
      2,288,123
      1,111,449
      1,176,674

    Zhejiang
      2,006,978
      974,883
      1,032,095

    Chongqing
      508,584
      247,043
      261,541

    Total signage/billboards
      55,192,314
      26,809,490
      28,382,824

    2

    Furniture/racks

    Anhui
      5,123,537
      2,314,881
      2,808,656

    Fujian
      3,112,833
      1,406,419
      1,706,414

    Gansu
      3,963,152
      1,790,604
      2,172,548

    Guangdong
      3,866,940
      1,747,133
      2,119,807

    Guangxi
      3,366,621
      1,521,083
      1,845,538

    Guizhou
      646,928
      292,290
      354,638

    Hainan
      358,436
      161,946
      196,490

    Hebei
      3,617,578
      1,634,468
      1,983,110

    Henan
      3,773,672
      1,704,994
      2,068,678

    Heilongjiang
      4,357,757
      1,968,891
      2,388,866

    Hubei
      3,200,594
      1,446,069
      1,754,525

    Hunan
      2,087,604
      943,206
      1,144,398

    Jilin
      3,036,080
      1,371,740
      1,664,340

    Jiangsu
      3,178,483
      1,436,080
      1,742,403

    Jiangxi
      2,586,125
      1,168,444
      1,417,681

    Liaoning
      3,158,910
      1,427,236
      1,731,674

    Inner Mongolia
      1,369,096
      618,575
      750,521

    Ningxia
      1,167,291
      527,397
      639,894

    Shandong
      5,788,671
      2,615,396
      3,173,275

    Shanxi
      3,052,089
      1,378,973
      1,673,116

    Shaanxi
      3,264,266
      1,474,838
      1,789,428

    Shanghai
      422,084
      190,703
      231,381

    Sichuan
      3,653,599
      1,650,743
      2,002,856

    Tianjin
      412,396
      186,326
      226,070

    Xinjiang
      4,010,815
      1,812,138
      2,198,677

    Yunnan
      3,410,574
      1,540,941
      1,869,633

    Zhejiang
      2,966,330
      1,340,226
      1,626,104

    Chongqing
      737,129
      333,044
      404,085

    Total furniture/racks
      79,689,590
      36,004,784
      43,684,806

    Grand Total
      134,881,904
      62,814,274
      72,067,630

    2.

        In addition, explain to us your basis
        to record the related amortization expenses of the deferred assets under “selling expenses – amortization of deferred
        asset” line item rather than “cost of goods sold” in the Consolidated Statements of Income and Comprehensive
        Income. Refer to ASC 705-10-25.

        Response:

        The Company has reviewed
        the guidance in ASC 705-10-25 and believes that the amortization expense of the deferred assets closer resembles a selling expense
        than a cost of the product that would be included in cost of goods sold. The distributors do not buy the Company’s products
        for crop fertilization. As wholesalers, distributors buy large quantity of products from the Company, warehouse them, and resell
        to retailers. To resell, distributors make efforts in various means, to market, promote, and resell the Company’s products
        to retail customers via their retail network. The Company supports the distributors’ retail sales of the Company’s
        products. To do that, the Company provides the deferred assets herein and assists the distributors to improve their retail network
        with the deferred assets.

    3

We acknowledge that
we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing, and that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

    Sincerely,

    /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

    4

February 27, 2015

Ken Ren
Chief Financial Officer
 China Green Agriculture , Inc.
300 Walnut Street, Suite 245
Des Moines, Iowa 50309

Re: China Green Agriculture , Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2014
Response Dated February 13, 2015
File No. 001-34260

Dear Mr. Ren:

We have reviewed your February 13, 2015  response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing th e requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.
Unless we note otherwise, our references to prior comments are to comments in our January 12,
2015  letter.

Form 10 -K for the Fiscal Year Ended June 30, 2014

Notes to Consolidated Financial Statements

Note 2 – Basis of  Presentation and Summary of Significant Accounting Policies

Deferred assets, page F -8

1. We note from your response to prior comment 6 that you have capitalized amounts given to
distributors to help them expand their place of business, improve signage and appearance in
an effort to better present your brand name and image and to make your products more
accessible to the end customers.  Please provide us further detail on the nature of each asset
type capitalized as deferred assets.  In this regard, your res ponse states you believe these
items  “would ordinarily be capitalized as fixed assets.”  Please address why they are
properly capitalized in your response.  Also, as part of your response, please clarify whether

Ken Ren
China Green Agriculture , Inc.
February 27, 2015
Page 2

 you purchased assets directly for the distr ibutor, or you reimbursed the distributor with cash.
If the latter is the case, please clarify how you ensure the reimbursements go toward the
appropriate assets.

2. In addition, explain to us your basis to record the related amortization expenses of the
deferred assets under “selling expenses – amortization of deferred asset” line item rather
than “cost of goods sold” in the Consolidated Statements of Income and Comprehensive
Income.  Refer to ASC 705 -10-25.

You may contact Heather Clark at 202 -551-3624 or  Claire Erlanger at 202 -551-3301 if you
have questions regarding comments on the financial statements and related matters.  Please contact
me at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

300
Walnut Street, Suite 245, Des Moines, Iowa 50309

February 13, 2015

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: Melissa Raminpour, Branch Chief

    Re:
    China Green Agriculture, Inc.

Form 10-K for the Fiscal Year Ended June 30, 2014

Filed September 15, 2014

File No. 001-34260

Dear Ms. Raminpour:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated January 12, 2015 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2014 (the “Form
10-K”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is set forth in italics
below, followed by the response of the Company.

Form 10-K for the Year Ended June 30, 2014

Risk Factors, page 25

Risks Related to Our Business, page 25

We have not obtained the land use right	page 31

    1.

        Please refer to your response to comment
        two in your response letter to the SEC Staff dated July 19, 2012. In this regard, you agreed to revise your disclosure concerning
        the disputed land use right to discuss the progress of receiving the land use right, the probability you might not receive it,
        the reasons why it may not be granted, and the financial exposure in RMB and USD. Please revise your disclosure accordingly and
        include disclosure of any current developments in this land use right.

        Response:

        In our response letter dated July 11, 2012,
        we mentioned that “the Company received a confirmation from the local government governing the area where the land is located,
        confirming the use of the land in issue has been adjusted to be industrial use and the approval for granting the land use right
        is being proceeded in due course.” As of February 12, 2015, we were informed by the local government that our application
        materials for the land use right in issue has been moved up from the department in charge of general matters to the land administrative
        department of the local government and is under their review. Although the final decision from the government is subject to the
        macro-economic factors and the government policy, and there can be no assurance that such land use right certificate will be granted
        to us, we believe the chance of the Chinese government not approving the land use rights is extremely remote. Even if the
        government denies granting us the land use right and declares our current lease invalid, the only property that will be impacted
        is a land of 47,333 square meters, as mentioned in our response letter dated July 11, 2012. While the buildings and improvements
        might be torn down and our personnel might be evicted from the premises, and the historical cost of the above accounts for 47.8%
        of the total cost for all buildings and improvements at Gufeng, the relocation will not cause any decrease in our operation because
        the facilities on the premise can be easily removed, and management believes our distributors and customers will keep supporting
        our business.

        The Company will keep following up with
        the government and take any and all measures to legally obtain the land use right over the 47,333 square meters (509,488 square
        feet) of land in the Ping Gu District of Beijing.

        We will revise our disclosure
accordingly and to include disclosure of any current developments in this land use right in the amended Form 10-K.

Management's Discussion and Analysis
of Financial Condition and Results of Operations, page 49

Liquidity and Capital Resources, page
59

    2.

        We note from your disclosure on page
        61 that the significant increase in unearned revenue, or customer deposits between June 30, 2013 and June 30, 2014 is largely attributable
        to the advancement deposits made by clients for the following purposes: 1) reservation and storage for the coming plant season;
        and 2) locking up lower priced raw material in anticipation of price rise from this February. In light of the fact that it appears
        that these customer deposits also increased significantly in the quarter ended September 30, 2014, please explain to us, and revise
        your MD&A section to disclose when you expect to recognize the revenue related to these deposits.

        Response:

        The Company expected to recognize the
        unearned         revenue or customer deposits as revenue during the next six months. The Company’s MD&A will be
        expanded to state such in the amended Form 10-K.

Item 9A. Controls and Procedures, page
65

Management Report on Internal Control
over Financial Reporting, page 65

    3.

        We note from Management's Report on
        Internal Control over Financial Reporting, that management assessed your internal control over financial reporting as of the year
        ended June 30, 2014 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
        in the report entitled "Internal Control-Integrated Framework." Please tell us, and revise to disclose whether you used
        the 1992 or 2013 COSO framework in your assessment.

        Response:

        Management used the 1992 COSO framework
        in its assessment. We will specify this in the amended Form 10-K.

Financial Statements, page F-1

Report of Independent Registered Public
Accounting Firm, page F-1

    4.

        We note that the first paragraph of
        your independent auditors report indicates that the audits also included the financial statement schedule listed in the Index at
        Item 15(a) 2. However, it does not appear that this financial statement schedule has been included in your Form 10- K filing. Please
        provide for us, and revise to disclose, the information included in this financial statement schedule.

        Response:

        The information
        required to be presented in the financial statement schedules was included as part of the footnotes and not presented as separate
        schedules in the Form 10-K. The Report of Independent Registered Public Accounting Firm incorrectly referred to these schedules
        when the information was presented as part of the footnotes to the financial statements. The Company will ask the auditor
        to remove the reference to the financial statement schedules in the Report of Independent Registered
        Public Accounting Firm in the amended Form 10-K.

Notes to Consolidated Financial Statements,
page F-6

Note 2 - Basis of Presentation and Summary
of Significant Accounting Policies, page F-7

Accounts receivable, page F-7

    5.
    It appears that your accounts receivable balance has significantly increased between June 30, 2012 and June 30, 2014, however your allowance for doubtful accounts has not increased in similar proportion. In this regard, the allowance for doubtful accounts has decreased from 1% of accounts receivable at June 30, 2012, to .2% of total accounts receivable at June 30, 2014. Please explain to us why you believe your allowance for doubtful accounts is adequate as of June 30, 2014. As part of your response, please provide us an accounts receivable aging analysis as of June 30, 2013 and 2014.

                                                                      Response:

                                                                      The Company regularly evaluates its allowance for doubtful accounts and makes adjustments based on current information about its customers’ ability to pay their outstanding balances.  The Company’s historical bad debts have been insignificant.  At June 30, 2014 and 2013, the outstanding balances greater than 180 days were only 0.27% and 0.14% respectively.  The Company believes that the allowance for doubtful accounts of $237,594 and $122,275 at June 30, 2014 and 2013 is adequate based on its historical experience and the aging of current receivables.

                                                                      The table below
presents a summary of the accounts receivable aging:

    June 30, 2014

    <90
    90 to 180
    >180
    Total

    Jinong
    $ 32,686,572
    $ 37,377,007
    $ 237,217
    $ 70,300,796

    Yuxing
      61,248
      0
      0
      61,248

    Gufeng
      11,540,756
      7,116,025
      377
      18,657,158

    $ 61,248
    $ 88,720,360
    $ 237,594
    $ 89,019,202

    Percentage
      49.75%
      49.98%
      0.27%
      100.00%

    Allowance for doubtful accounts

    $ 237,594

    Percentage

      0.27%

    June 30, 2013

    <90
    90 to 180
    >180
    Total

    Jinong
    $ 32,934,752
    $ 26,784,041
    $ 121,908
    $ 59,840,701

    Yuxing
      209,194
      0
      0
      209,194

    Gufeng
      16,046,256
      9,349,199
      367
      25,395,823

    $ 49,190,202
    $ 36,133,240
    $ 122,275
    $ 85,445,717

    Percentage
      55.57%
      42.29%
      0.14%
      100.00%

    Allowance for doubtful accounts

    $ 122,275

    Percentage

      0.14%

    Our policy is to maintain reserves for potential credit losses on accounts receivable. Management constantly reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Any accounts receivable of Jinong and Gufeng that is outstanding for more than 180 days will be accounted as allowance for bad debts, and any accounts receivable of Yuxing that is outstanding for more than 90 days will be accounted as allowance for bad debts.

                           The Company made the afore-mentioned adjustment in the credit policy to ease the payback term for all Jinong and Gufeng’s clients in 2012. The current credit policy offers extra 90 days for Jinong and Gufeng’s clients to pay back the sales amount in addition to the initial 90-day period in the predecessor policy. Therefore, for Jinong and Gufeng, any accounts receivable aging between 90 days to 180 days, are considered as current, instead of delinquent.

Deferred assets, page F-8

    6.

        We note that your balance of deferred
        assets has increased significantly in each of the last two fiscal years. We also note your disclosure that deferred assets represent
        amounts that distributors owed to the company in their marketing efforts and developing standards stores to expand the company's
        product competitiveness and market shares, and such amount will be expensed over three years, the term stated in the cooperation
        agreement. We further note from page F-11 that these marketing related assets were previously included in PP&E as of June 30,
        2013 but were reclassified from property, plant and equipment to deferred assets during 2014. Given that you disclose that the
        amounts are owed to you from distributors, but are a cash outflow in the statement of cash flows, the nature of this asset is unclear.
        Please clearly explain to us the nature of the amounts paid to the distributors and tell us why you believe the amounts are appropriately
        capitalized under ASC 340-20. Your response should clearly explain your accounting, including why the deferred amounts represent
        an asset and explain the reasons for the significant increase in recent years. Also, please tell us why you believe they are appropriately
        presented as an investing cash flow on the statement of cash flows. We may have further comment upon receipt of your response.

        Response:

        The deferred asset represents
money expended by the Company to help its distributors present a more common storefront for their customers by developing standard
stores to expand the Company’s products’ competitiveness and market share. The money was used to help the distributors
expand their place of business, improve signage and appearance in an effort to better present the Company’s brand name and
image and to make its products more accessible to the end customers. The money was spent on item that would ordinarily be capitalized
as fixed assets. The Company started this practice in fiscal year 2012 and had capitalized these costs as part of its property,
plant and equipment. During the beginning of fiscal 2014, the Company significantly expanded the practice of assisting its distributors
in an effort to increase its revenue. For the September 30, 2013 Form 10Q, this asset had become a large portion of property,
plant and equipment so the Company made the decision to show this assets as a separate line item on its balance sheet. The cooperation
agreement the Company has with its distributors provides for the Company pays for the physical improvements to the distributors
stores in return for the distributors actively selling the Company’s products. If a distributor breaches, defaults, or terminates
the agreement with the Company within a three-year period, a proportionate of the amount expended by the Company is to be repaid
by the distributor. The Company is amortizing this assets over the three-year period of the cooperation agreement which is the
period the Company expects to receive the benefit of increased revenue from investing in its distributors’ stores.

    The Company has accounted for these deferred
assets similar to how they would account for leasehold improvements with a three-year term. The Company spent money improving the
distributors’ stores that had a benefit to the Company. The Company has shown the amounts paid for these assets in the investing
section of the cash flow statement since the assets is similar to a leasehold improvement which would be classified in the investing
section of the cash flow statement. The Company does not believe that ASC 340-20 applies in this situation since this guidance
is for direct-response advertising activities and for tangible asset used for several advertising campaigns. The Company is not
involved in direct-response advertising and did not purchase tangible assets to be used in advertising campaigns. Also, these amounts
are to be returned to the company by the distributors if a distributor breaches, defaults, or terminates the agreement with the
Company within a three-year period.

Rather, the Company sources, procures,
performs, and assists to perform certain improvements to its distributors’ stores. These deferred assets are comparable to
the capital leasehold improvements, which get amortized over the useful life time of these improvements such as fixtures and paints,
etc. When the improvements get capitalized, the Company records it as an asset on the balance sheet and starts to amortize the
cost of the improvements. The benefits from these improvements to the Company are intangible, as the improvement contributes to
the sales indirectly because the distributors have to make certain marketing efforts and reach specific sales goals so as to offset
the investments provided by the Company. The Company expects the improvement provides most meaningful effects of assisting the
sales during the first 36 months after the improvement is installed. The distributors do not own the improvements during the period
of first 36 months. Instead, the Company owns and expenses these deferred assets during the period, whereas amortization applies
to the deferred assets the Company owns.

The term of the amortization centers at the circumstance surrounding the useful life of the improvements.
At the end of the 36-month period, th

CORRESP
1
filename1.htm

CHINA
GREEN AGRICULTURE, INC.
300 Walnut Street, Suite 245, Des Moines,
Iowa 50309

January 23, 2015

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: Melissa Raminpour, Branch Chief

    Re:

        China Green Agriculture, Inc.

        Form 10-K for the Fiscal Year Ended June 30, 2014

        Filed September 15, 2014

        File No. 001-34260

Dear Ms. Raminpour:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission dated January 12, 2015 (the “Comment Letter”) to the Company, with respect
to the Company’s subject filing. As our counsel Elizabeth Chen from Pryor Cashman LLP discussed with one of the Staff Ms.
Heather Clark over the phone call yesterday afternoon, we hereby submit this written extension request. We expect to respond to
the Comment Letter by Friday, February 13, 2015.

Please feel free to
contact me or Elizabeth Chen, Esq. at 212-326-0199 or via fax at 212-798-6366, in case you have any further comments or questions
in this regard.

    Sincerely,

    /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

January 1 2, 2015

Ken Ren
Chief Financial Officer
 China Green Agriculture , Inc.
300 Walnut Street, Suite 245
Des Moines, Iowa 50309

Re: China Green Agriculture , Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2014
Filed September 15, 201 4
File No. 001-34260

Dear Mr. Ren:

We have reviewed your filing  and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested information,
or by advising us when you will provide the requested response.   If you do not believe our
comments apply to your facts and circumst ances , please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may have
additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2014

Risk Factors, page 25

Risks Related to Our Business, page 25

We have not obtained the land use right…., page 31

1. Please refer to your response to comment two in your response letter to the SEC Staff dated
July 19, 2012.  In this regard, you agreed to revise your disclosure concerning the dispu ted
land use right to discuss the progress of receiving the land use right, the probability you
might not receive it, the reasons why it may not be granted, and the financial exposure in
RMB and USD .  Please revise your disclosure accordingly and include d isclosure of any
current developments in this land use right.

Ken Ren
China Green Agriculture , Inc.
January 1 2, 2015
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 49

Liquidity and Capital Resources, page 59

2. We note from your disclosure on page 61 that the significant increase in unearned revenue,
or customer deposits between June 30, 2013 and June 30, 2014 is largely attributable to the
advancement deposits  made by clients for the following purposes: 1) reservation and storage
for the coming plant season; a nd 2) locking up lower priced raw material in anticipation  of
price rise from this February .  In light of the fact that it appears that these customer deposits
also increased significantly in the quarter ended September 30, 2014, please explain to us,
and revise your MD&A section to disclose when you expect to recognize the revenue related
to these deposits.

Item 9A. Controls and Procedures, page 65
Management Report on Internal Control over Financial Reporting, page 65

3. We note from Management’s Report on Internal Control over Financial Reporting, that
management assessed your internal control over financial reporting as of the year ended
June 30, 2014 using the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (C OSO) in the report entitled "Internal Control -Integrated
Framework. ”  Please tell us, and revise to disclose whether you used the 1992 or 2013
COSO framework in your assessment.

Financial Statements, page F -1

Report of Independent Registered Public Acc ounting Firm, page F -1

4. We note that the first paragraph of your independent auditors report indicates that the  audits
also included the financial statement schedule listed in the Index at Item 15(a) 2.   However,
it does not appear that this financial stat ement schedule has been included in your Form 10 -
K filing.  Please provide for us, and revise to disclose, the information included in this
financial statement schedule.

Notes to Consolidated Financial Statements, page F -6

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies, page F -7

Accounts receivable, page F -7

5. It appears that your accounts receivable balance has significantly increased between June 30,
2012 and June 30, 2014, however your allowance for doubtful accounts has not increased in
similar proportion .  In this regard, the allowance for doubtful accounts has decreased  from
1% of accounts receivable at June 30, 2012,  to .2% of total accounts receivable at June 30,
2014.  Please explain to us why you believe your allowa nce for doubtful accounts is

Ken Ren
China Green Agriculture , Inc.
January 1 2, 2015
Page 3

 adequate as of June 30, 2014.  As part of your response, please provide us an accounts
receivable aging analysis as of June 30, 2013 and 2014.

Deferred assets, page F -8

6. We note that your balance of deferred assets has increas ed significantly in each of the last
two fiscal years.  We also note your disclosure that deferred assets represent amounts that
distributors owed to the company in their marketing efforts and developing standards stores
to expand the c ompany’s product com petitiveness and market shares, and such amount will
be expensed over three years, the term stated in the cooperation agreement.  We further note
from page F -11 that these marketing related assets were previously included in PP&E as of
June 30, 2013 but we re reclassified from property, plant and equipment to deferred assets
during 2014.  Given that you disclose that the amounts are owed to you from distributors,
but are a cash outflow in the statement of cash flows, the nature of this asset is unclear.
Please clearly explain to us the nature of the amounts paid to the distributors and tell us why
you believe the amounts are appropriately capitalized under ASC 340 -20.  Your response
should clearly explain your accounting, including why the deferred amounts r epresent an
asset and explain the reasons for the significant increase in recent years.  Also, please tell us
why you believe they are appropriately presented as an investing cash flow on the statement
of cash flows.  We may have further comment upon recei pt of your response.

Note 3 – Inventories, page F -12

7. We note your statement on page 13 that efficient production methods allow you to maintain
low inventory levels.  We further note from page 7 that large fertilizer inventory levels do
not guarantee profits.  In this regard, please tell us why your inventory  levels have increased
significantly from fiscal 2013 to fiscal 2014 and have continued to increase as of your
September 30, 2014 10 -Q.

Note 10  – Stock holders ’ Equity, page F -19

8. We note from your disclosure in Note 10 that over the last few years you have granted
shares of restricted stock to certain officers, directors and employees, which vest in various
installments.  Please revise your disclosure in Note 10 to include all disclosures required by
ASC 718 -10-50-2.

We urge all persons who are respo nsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

Ken Ren
China Green Agriculture , Inc.
January 1 2, 2015
Page 4

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the co mpany is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company m ay not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 or Claire Erlanger at 202 -551-3301 if you
have ques tions regarding comments on the financial statements and related matters.  Please contact
me at 202 -551-3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief

February 1, 2013

China Green Agriculture, Inc.
Mr. Ken Ren
Chief Financial Officer
3 rd Floor, Borough A, Block A, No. 181
South Taibai Road, Xi’an, Shaanxi Province
People’s Republic of China 710065

Re: Form 10 -K for the Year Ended June 30, 2011
Filed September 12, 2011
File No. 001 -34260

Form 10-K for the Year E nded June 30, 2012
Filed September 13 , 2012
File No. 001 -34260

Dear Mr. Ren :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proc eeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
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filename1.htm

CHINA GREEN AGRICULTURE, INC.

3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

January 18, 2013

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: David R. Humphrey, Accounting
Branch Chief

    Re:
    China Green Agriculture, Inc.

Form 10-K for the Fiscal Year Ended June 30, 2012

Filed September 13, 2012

File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated January 11, 2013 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2012 (the “Form
10-K”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is set forth in italics
below, followed by the response of the Company.

Form 10-K for the Year Ended June 30, 2012

    1.
    Please file your amendment to the Form 10-K for the year ended June 30, 2012 with the proposed revisions included in your December 28, 2012 response.

Response:

We have
filed with the Commission the amendment to the Form 10-K with the proposed revisions in our December 28, 2012 response.

We acknowledge that
we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing, and that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

    Sincerely,

    /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

January 11, 2013

China Green Agriculture, Inc.
Mr. Ken Ren
Chief Financial Officer
3rd Floor, Borough A, Block A, No. 181
South Taibai Road, Xi’an, Shaanxi Province
People’s Republic of China 710065

Re: Form 10-K for the Year E nded June 30, 2012
Filed September 13 , 2012
File No. 001 -34260

Dear Mr. Ren :

We have reviewed your response dated December 28, 2012  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Form 10 -K for the Year Ended June 30, 2012

1. Please file your amendment to the Form 10 -K for the year ended June 30, 2012 with the
proposed revisions included in your December 28, 2012 response.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Ken Ren
China Green Agriculture , Inc.
January 11, 2013
Page 2

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 or Margery Reich at 202-551-3347  if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211  with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

December 28, 2012

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: David R. Humphrey, Accounting
Branch Chief

    Re:
    China Green Agriculture, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2012
 Filed September 13, 2012
 File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated December 13, 2012 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2012 (the “Form
10-K”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is set forth in italics
below, followed by the response of the Company.

Form 10-K for the Year Ended June 30, 2012

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 50

Net Sales, page 53

    1.
    Reference is made to your response to our prior comment 1.  Please expand your discussion of sales to include all of the information provided to the staff in your supplemental response.

Response:

We have included
such information in the enclosed draft of the proposed Amendment No. 2 to the Annual Report on Form 10-K/A for the fiscal year
ended June 30, 2012 (“Form 10-K/A No.2”) with the relevant content shown with underlines. In addition, our Form 10-K/A
No. 2 also included the proposed changes we made under our response letter dated October 9, 2012 to your comment letter dated October
4, 2012 with respect to the proposed Jintai disclosure under Item 7 of the annual report. We will file Form 10-K/A No.2 with the
Commission if the proposed draft is satisfactory to you.

Critical Accounting Policies and Estimates, page 62

 2. Refer to your response to our prior comment 2. Please expand your discussion of accounts receivable
to include the information provided to the staff in your supplemental response.

  Response:

 We
have included the requested information in the proposed Form 10-K/A No. 2 for your review.

Financial Statements

Note 2 – Basis of Presentation and Significant Accounting
Policies, page F-6

Accounts Receivable, net, page F-7

 3. Please revise your critical accounting policies to reflect the content of your response to our
previous comment 7.

Response:

We have included the requested
information in the proposed Form 10-K/A No. 2 for your review.

We acknowledge that
we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing, and that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

    Sincerely,

    /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

Encl: Form 10-K/A No. 2 (Proposed Draft)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-K/A

(Amendment No. 2)

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2012

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

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
x      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 x

        Non-accelerated filer o

        Do not check if a smaller reporting company

    Smaller reporting company  o

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: $47,940,291 as of December 30, 2011, based on the closing price $3.00 of the Company’s common
stock on such date.

The number of outstanding shares of the
registrant’s common stock on September 10, 2012 was 27,455,721.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s
definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, which the registrant plans to file with the Securities
and Exchange Commission within 120 days after June 30, 2012 are incorporated by reference in Part III of the Form 10-K, as
defined below, to the extent described therein.

    1

Explanatory Note

 China Green Agriculture,
Inc. (the “Company”, “we”, “us”, or “our” is filing this Amendment No. 2 on Form
10-K/A (this “Amendment”) to supplement the disclosure in Item 7 of Part II and Note 2 to its financial statements
in its Annual Report on Form 10-K for the year ended June 30, 2012 filed with the U.S. Securities and Exchange Commission (the
“Commission”) on September 13, 2012 (the “Form 10-K”) and amended on September 24, 2012 on Form 10-K/A
to furnish Exhibit 101 to the Form 10-K (“Form 10-K/A No. 1”).

 In this Amendment,
the following changes were included:

  ·   We
                                                                                                              included the explanation
                                                                                                              of our current credit
                                                                                                              policy and its background
                                                                                                              under “Net
                                                                                                              Sales” of
                                                                                                              “The fiscal
                                                                                                              year ended June
                                                                                                              30, 2012 compared
                                                                                                              to the fiscal year
                                                                                                              ended June 30, 2011”
                                                                                                              and “Critical
                                                                                                              Accounting Policies
                                                                                                              and Estimates”
                                                                                                              under Item 7 of
                                                                                                              this Amendment.

  ·   We
                                                                                                              included the description
                                                                                                              of our practice
                                                                                                              in evaluating our
                                                                                                              accounts receivable
                                                                                                              in Note 2 to financial
                                                                                                              statements in this
                                                                                                              Amendment.

  ·   We
                                                                                                              expanded the analysis
                                                                                                              under “General
                                                                                                              and Administrative
                                                                                                              Expenses”
                                                                                                              of “The fiscal
                                                                                                              year ended June
                                                                                                              30, 2012 compared
                                                                                                              to the fiscal year
                                                                                                              ended June 30, 2011”
                                                                                                              under Item 7 of
                                                                                                              this Amendment by
                                                                                                              including four paragraphs
                                                                                                              describing the specific
                                                                                                              amount of write-offs
                                                                                                              incurred as a result
                                                                                                              of obsolescence
                                                                                                              of certain plants
                                                                                                              in Xi’an Jintai
                                                                                                              Agriculture Technology
                                                                                                              Development Company
                                                                                                              (“Jintai”),
                                                                                                              one of our operating
                                                                                                              subsidiaries in
                                                                                                              China.

 The supplementary
disclosure does not affect any numbers in our financial statements contained in Form 10-K and Form 10-K/A No. 1. No other changes
have been made to the Form 10-K and Form 10-K/A No. 1. This Amendment does not reflect events occurring after the filing of the
Form 10-K and Form 10-K/A No. 1, does not update disclosures contained in the Form 10-K or Form 10-K/A No.1, and does not modify
or amend the Form 10-K or Form 10-K/A No.1 except as specifically described in this explanatory note and set forth in detail under
Item 7 and Note 2 to financial statements below. Accordingly, this Amendment should be read in conjunction with our Form 10-K,
Form 10-K/A No. 1, and 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 7, the financial
statements and currently dated certifications of our Chief Executive Officer and Chief Financial Officer. Capitalized terms not
otherwise defined have the meanings ascribed to them in the Form 10-K.

.

PART II

    ITEM 7.
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and the notes to those financial statements appearing elsewhere in this report. This discussion and
analysis contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors,
such as the slow-down of the global financial markets and its impact on economic growth in general, the competition in the
fertilizer industry and the impact of such competition on pricing, revenues and margins, the weather conditions in the areas
where our customers are based, the cost of attracting and retaining highly skilled personnel, the prospects for future
acquisitions, and the factors set forth elsewhere in this report and our Form 10-K, o

December 13 , 2012

China Green Agriculture, Inc.
Mr. Ken Ren
Chief Financial Officer
3 rd Floor, Borough A, Block A, No. 181
South Taibai Road, Xi’an, Shaanxi Province
People’s Republic  of China 710065

Re: Form 10-K for the Year E nded June 30, 2012
Filed September 13 , 2012
File No. 001 -34260

Dear Mr. Ren :

We have reviewed your response dated November 27 , 2012  and have the following
comments.  In some of our comments, we may ask you to  provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respons e.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended June 30, 2012

Item 7. Management’s Discussion and Analysis of Financial Cond ition and Results of
Operations, page 50

Net Sales, page 53

1. Reference is made to your response to our prior comment 1.  Please expand your discussion
of sales to include all of the information provided to the staff in your supplemental response.

Critica l Accounting Policies and Estimates, page 62

2. Refer to your response to our prior comment 2.  Please expand your discussion of accounts
receivable to include the information provided to the staff in your supplemental response.

Ken Ren
China Green Agriculture, Inc.
December 13 , 2012
Page 2

 Financial Statements

Note 2 – Basis of Presentation and Significant Accounting Policies, page F -6

Accounts Receivable, net, page F -7

3. Please revise your critical accounting policies to reflect the content of your response to our
previous comment 7.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 20 2-551-3304 or Margery Reich at 202 -551-3347  if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211  with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

CHINA
GREEN AGRICULTURE, INC.

3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

November 27, 2012

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: David R. Humphrey, Accounting
Branch Chief

    Re:

        China Green Agriculture, Inc.

        Form 10-K for the Fiscal Year Ended June 30, 2012

        Filed September 13, 2012

        Form 10-K for the Fiscal Year Ended June 30, 2011

        Filed September 12, 2011

        File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated October 18, 2012 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Reports on Form 10-K for the years ended June 30, 2012 and 2011. We
hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comments is set forth in italics below, followed
by the responses of the Company.

Form
10-K for the Year Ended June 30, 2012

Item
A.  Rick Factors, page 28

 1. Refer to the risk factor regarding the increase in accounts receivable on page 30. Based upon
your discussions here and under Operating Activities on page 60, it appears that you have utilized aggressive marketing to retain
and expand market share. We note your reference to a "tentative credit period up to 180 days" which was not mentioned
in previous filings. Please tell us more about this apparent change in your credit policies. That is, please describe the details
of this plan, tell us when it was implemented and identify the subsidiaries to which the 180 day credit policy applies. In this
regard, it appears that Gufeng and Jinong have implemented such a policy, at a minimum. Please advise supplementally and in detail.

    1

CHINA
GREEN AGRICULTURE, INC.

3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

Response:

The Company’s
current credit policy allows clients to pay off their receivable balance by up to 180 days from the point the revenue is recognized.
Under this policy, for receivable older than 180 days, the Company will book 100% allowance toward the outstanding balance immediately.
Such a policy became effective since the fiscal quarter period ended March 31, 2012. The extended credit period was referred to
in the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2012. The current policy is a revision
of the Company’s previous credit policy, which allowed the clients to pay off receivables up to a shorter period of 90 days,
instead of 180 days.

The implementation
of the current policy was a result of the change in fertilizer market in the middle of fiscal year 2012. It applies to the Company’s
subsidiaries in fertilizer segment, Jinong and Gufeng. Starting from 2011, the economy in China slowed down. The demand in the
fertilizer market declined from previous year and remained softened toward year end. In addition, in December 2011, in overseeing
the fertilizer market in China, the Ministry of Finance under the supervision of the State Council of the Central Government of
the PRC, or the PRC authority, raised the 2012 export tariff for certain fertilizer products that Gufeng exports to in the international
market. While we always keep a balanced mix of our domestic clients and oversea clients, Gufeng’s export ability was largely
expected to be reduced during 2012 due to the prohibitively high export tariff imposed. We then had to rely on domestic clients
to fill in the orders that could be under the export contract instead. To combat the adverse effect of high export tariff, we launched
aggressive marketing campaign by forgoing advance payments and offering warehouse credit sales to selected clients. Coupled with
the marketing efforts to selected clients, Gufeng and Jinong, adopted the updated 180-day credit policy for all clients, effective beginning 2012. The updated policy eased the payback
period and provided much needed liquidity to the constraint clients. These policy adjustments and marketing tools were approved
very essential in time for the Company in expanding its sales in the domestic segment and offsetting the negative effect of reduced
export capacity up to date.

 2. Describe, in detail, whether and how your assessments of customer's creditworthiness and account
collectability have changed upon your implementation of the 180 day credit policy. In this regard, given the apparent increase
in risk, please explain why your allowance for doubtful accounts fell from approximately two percent of receivables at June 30,
2011 to approximately one percent of receivables at June 30, 2012.

Response:

The
adjustment in the credit policy is an ease of payback term for all Jinong and Gufeng’s clients. As such, no specific changes
had been involved in the assessments of customer's creditworthiness and account collectability. Subsequent to the policy adjustment,
we have been closely monitoring the receivables’ aging and constantly analyzing the collection results.

The
current credit policy offers extra 90 days for Jinong and Gufeng’s clients to pay back the sales amount in addition to the
initial 90-day period in the predecessor policy. As such, in Jiong and Gufeng, any account receivables aging between 90 days to
180 days, will be considered as current, instead of delinquent any more. These accounts, under the 180-day policy, no longer incur
any allowance charge against their outstanding balance, but would have incur 100% allowance charge under the previous policy otherwise.
In summary, under the 180-day policy, the Company is required to book less allowance charge than under the previous policy. Therefore,
the allowance for doubtful accounts fell from approximately two percent of receivables at June 30, 2011 to approximately one percent
of receivables at June 30, 2012.

    2

CHINA
GREEN AGRICULTURE, INC.

3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

 3. Refer to your discussion of Critical Accounting Policies on page 62. We
note that your stated policy that "any accounts receivable that is outstanding for more than three months will be accounted
as allowance for bad debts" remains unchanged. If this is the case, please explain whether and how you apply this policy to
receivables extended with a credit period of up to 180 days.

Response:

This was
a clerical error in the disclosure of Critical Accounting Policies on page 62. We will correct this in the amended annual report
for fiscal year 2012. We will keep the disclosure in future filings up to date.

Item 7.  Management's Discussion
and Analysis of Financial Condition and Results of Operations, page 50

Unearned
Revenue, page 61

 4. We note that, despite the material increases in both sales and receivables, your unearned revenue
balance has fallen significantly as of June 30, 2012. If fewer advanced deposit payments are required from distributors prior to
delivery and sales credits are being offered please further explain why the increase in accounts receivable results in less unearned
revenue. Our concern is that you continue to state that sales revenue is recognized when "collectability is reasonably assured."
It appears that your new policies could potentially result in an increase in uncollectable accounts and a related increase in the
unearned revenue balance. Please explain why this is not the case. We may have further comments upon review of your response.

Response:

Unearned
revenue, on the Company’s financial statement, represents advance payments we received from our clients for future goods
to be delivered. When we receive the advance payment from clients, we have a liability equal to the revenue to be earned until
the delivery of the goods. Therefore such account is a liability that we owe to our clients until the revenue has been earned.
On the other hand, account receivables, represents the sales amount to be collected from the client after the revenue is recognized.

    3

CHINA
GREEN AGRICULTURE, INC.

3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

As
of June 30, 2011, the consolidated balances of the Company’s unearned revenue were $11,059,313. Among them, $10,253,589 were
the unearned revenue from Gufeng, while the remaining $805,723 were from Jinong. As such, the consolidated balance of unearned
revenue then concentrated on the advance payments made by Gufeng’s clients for fertilizers to be delivered.

Also
as of June 30, 2011, the consolidated balance of accounts receivable was $17,855,426. Among them, $16,294,043 were from Jinong,
$1,226,789 were from Gufeng, and the rest $67,748 were from Jintai and Yuxing.

Compared
to its unearned revenue of $10,253,589 as of June 30, 2011, the accounts receivable of Gufeng were $1,226,789, or 12% of its
unearned revenue as of June 30, 2011. This was largely due to that the majority of the sales in Gufeng at that time required its
clients to make significant amount of advance payments, either full or largely partial, and only limited credit sales were offered.

As
we addressed in our response to comment #1 above, starting from 2011, the economy in China slowed down. The demand in the fertilizer
market declined from previous year and remained softened toward the year end. To combat the adverse effect of high export tariff
and softened domestic fertilizer demand, we launched aggressive marketing campaign by forgoing advance payments and offering warehouse
credit sales to selected clients from the three-month period ended December 31, 2011.

As
of June 30, 2012, the consolidated balances of the Company’s unearned revenue were $2,625,014, compared to $11,059,313 as
of June 30, 2011. Among them, $1,952,200 were the unearned revenue from Gufeng compared to $10,253,589 as of June 30, 2011, while
$671,092 were from Jinong, compared to $805,723 as of June 30, 2011. The remaining $1,722 were from Yuxing. As such, the unearned
revenue declined significantly mainly due to the forgoing of the advance payments for Gufeng’s clients in fertilizer sales.

Also
as of June 30, 2012, the consolidated balance of accounts receivable was $62,680,426, compared to $17,855,426 as of June 30, 2011.
Among these accounts receivable of $62,680,426, $42,392,121 were from Jinong compared to a previous balance of $16,294,043 as of
June 30, 2011; $20,158,777 were from Gufeng compared to a previous balance of $1,226,789 as of June 30, 2011, and the rest $129,528
were from Yuxing compared to a previous balance $67,748 as June 30, 2011.

Compared
to its unearned revenue of $1,952,220 as of June 30, 2012, the accounts receivable of Gufeng were $20,158,777, or 10.3 times
of its unearned revenue as of June 30, 2011. This was largely due to that the majority of the sales in Gufeng in 2012 were conducted
via the discussed marketing campaign such as warehouse credit sales, as a complement and partial replacement of the advance payment
sales.

In
Jinong, a yearly increase of $26,098,078 in accounts receivable from $16,294,043 as of June 30, 2011 to $42,392,121 as of June
30, 2012 was the consequence of expanded marketing effort and relaxed credit policy in its credit sales.

Therefore,
due to the ongoing marketing campaign by Jinong and Gufeng in 2012 and certain forgoing of advance payments in Gufeng, we experienced
the increase of accounts receivable and the decrease of unearned revenue. The length of the credit term has no direct correlation
with the amount of unearned revenues.

    4

CHINA
GREEN AGRICULTURE, INC.

3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

Financial
Statements

Note
2 — Basis of Presentation and Significant Accounting Policies, page F-6

Accounts
Receivable, net, page F-7

 5. We note from your presentation here and on the face of your financial statements that, although
your revenue has increased on 34% year over year, your accounts receivable (net) balance has increased 254% while your allowance
for doubtful accounts has increased only 201%. Please provide us with an accounts receivable aging as of June 30, 2012 and 2011,
and as of September 30, 2012. Please accompany this aging with an explanation of any receivables balance 180 days outstanding or
older as of June 30, 2012 and September 30, 2012.

Response:

Below
are the snapshots of the Company’s accounts receivable aging as of June 30, 2012 and 2011, and as of September 30,
2012.

Table
1. The Aging of Accounts Receivable As of June 30, 2012

    The Aging of Accounts Receivable As of June 30, 2012

    　
      Jinong
      Gufeng
      Yuxing
      Total
      Allowance
      Total Net

    Aging (0~30 days)
    $ 7,256,724
    $ 5,239,902
    $ 129,528
    $ 12,626,153
    $  -
    $ 12,626,153

    Aging (30~60 days)
    $ 8,033,790
    $ 2,544,438
    $ -
    $ 10,578,228
    $ -
    $ 10,578,228

    Aging (60~90 days)
    $ 8,793,176
    $ 6,884,442
    $ -
    $ 15,677,617
    $  -
    $ 15,677,617

    Aging (90~120 days)
    $ 8,124,837
    $ 1,502,051
    $ -
    $ 9,626,888
    $  -
    $ 9,626,888

    Aging (120~150 days)
    $ 7,903,250
    $ 3,987,945
    $ -
    $ 11,891,195
    $  -
    $ 11,891,195

    Aging (150~180 days)
    $ 1,601,076
    $ -
    $ -
    $ 1,601,076
    $  -
    $ 1,601,076

    Aging (180 days above)
    $ 679,268
    $ -
    $ -
    $ 679,268
    $ 679,268
    $ -

    Total
    $ 42,392,121
    $ 20,158,777
    $ 129,528
    $ 62,680,426
    $ 679,268
    $ 62,001,159

    5

CHINA
GREEN AGRICULTURE, INC.

3rd Floor, Borough A, Block A. No.181, South
Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

 Table
2. The Aging of Accounts Receivable As of June 30, 2011

    The Aging of Accounts Receivable As of June 30, 2011

    　
      Jinong
      Gufeng
      Jintai
      Yuxing
      Total
      Allowance
      Total Net

    Aging (0~30 days)
    $ 5,166,296
    $ 604,926
    $ 108,156
    $ 67,748
    $ 5,947,126
    $ -
    $ 5,947,126

    Aging (30~60 days)
    $ 5,773,494
    $ 236,925
    $ 46,277
    $  -
    $ 6,056,695
    $ -
    $ 6,056,695

    Aging (60~90 days)
    $ 5,150,320
    $ 251,070
    $ 112,414
    $ -
    $ 5,513,804
    $ -
    $ 5,513,804

    Aging (90 days above)
    $ 203,933
    $ 133,868
    $  -
    $ -
    $ 377,801
    $ 377,801
    $ -

    Total
    $ 16,294,043
    $ 1,226,789
    $ 266,846
    $ 67,748
    $ 17,855,426
    $ 377,801
    $ 17,517,625

Table 3. The
Aging of Accounts Receivable As of September 30, 2012

    The Aging of Accounts Receivable As of September 30, 2012

    　
      Jinong
      Gufeng
      Yuxing
      Total
      Allowance
      Total Net

    Aging (0~30 days)
    $ 9,071,103
    $ 3,703,576
    $ 132,315
    $ 12,906,995
    $ -
    $ 12,906,995

    Aging (30~60 days)
    $ 9,303,362
    $ 826,621
    $ -
    $ 10,129,983
    $ -
    $ 10,129,983

    Aging (60~90 days)
    $ 8,893,094
    $ 3,356,008
    $ -
    $ 12,249,103
    $ -
    $ 12,249,103

    Aging (90~120 days)
    $ 6,981,228
    $ 5,880,350
    $ -
    $ 12,861,578
    $ -
    $ 12,861,578

    Aging (120~150 days)
    $ 7,512,548
    $ -
    $ -
    $ 7,512,548
    $ -
    $ 7,512,548

    Aging (150~180 days)
    $ 7,605,197
    $ 4,433,771
    $ -
    $ 12,038,968
    $ -
    $ 12,038,968

    Aging (180 days above)
    $ 977,433
    $ -
    $ -
    $ 977,433
    $ 977,433
    $ -

    Total
    $ 50,343,966
    $ 18,200,326
    $ 132,315
    $ 68,676,607
    $ 977,433
    $ 67,699,174

As of June
30, 2012, the Company had an amount of $62,001,159 in accounts rec

CORRESP
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filename1.htm

CHINA GREEN AGRICULTURE, INC.

3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

October 25, 2012

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: David R. Humphrey, Accounting
Branch Chief

    Re:

        China Green Agriculture, Inc.

        Form 10-K for the Fiscal Year Ended June 30, 2012

        Filed September 13, 2012

        Form 10-K for the Fiscal Year Ended June 30, 2011

        Filed September 12, 2011

        File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission dated October 18, 2012 (the “Comment Letter”) to the Company, with respect
to the Company’s Annual Report on Form 10-K for the year ended June 30, 2012 and 2011. As our counsel Elizabeth Chen from
Pryor Cashman LLP discussed with one of the Staff Ms. Amy Geddes over the phone call yesterday morning, we hereby submit this written
extension request. We expect to respond to the Common Letter by Tuesday November 27, 2012.

Please feel free to
contact me or Elizabeth Chen, Esq. at 212-326-0199 or via fax at 212-798-6366, in case you have any further comments or questions
in this regard.

    Sincerely,

        /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

October 18 , 2012

China Green Agriculture, Inc.
Mr. Ken Ren
Chief Financial Officer
3 rd Floor, Borough A, Block A, No. 181
South Taibai Road, Xi’an, Shaanxi Province
People’s Republic of China 710065

Re: China Green Agriculture, Inc.
 Form 10-K for the Year Ended June 30, 2012
Filed September 13 , 2012
Form 10-K for the Year E nded June 30, 2011
Filed September 12 , 2011
File No. 001 -34260

Dear Mr. Ren :

We have reviewed your response dated October 9 , 2012  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business da ys by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, ple ase tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended June 30, 2012

Item 1A.  Risk Factors, page 28

1. Refer to the risk factor regarding the increase in accounts receivable on page 30.  Based upon
your discussions here and under Operating Activities on page 60, it appears that you have
utilized aggressive marketing to retain and expand market share.  We note your reference to a
“tentative credit period up to 180 days” which was not mentioned in previous filings.  Please
tell us more about this apparent change in your credit policies.  That is, please describe the
details of this plan, tell us when it was implemented and identify the subsidiaries to which the
180 day credit policy applies.  In this regard, it appears that Gufeng and Jinong have
implemented such a policy, at a minimum.  Please advise supplementally and in detail.

Ken Ren
China Green Agriculture, Inc.
October 18, 2012
Page 2

 2. Describe, in detail, whethe r and how your assessments of customer’s creditworthiness and
account collectability have changed upon your implementation of the 180 day credit policy.
In this regard, given the apparent increase in risk, please explain why your allowance for
doubtful ac counts fell from approximately two percent of receivables at June 30, 2011 to
approximately one percent of receivables at June 30, 2012.

3. Refer to your discussion of Critical Accounting Policies on page 62.  We note that your
stated policy that “any accounts receivable that is outstanding for more than three months
will be accounted as allowance for bad debts” remains unchanged.  If this is the case, please
explain whether and how you apply this policy to receivables extended with a credit period
of up to 180 days.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 50

Unearned Revenue, page 61
4. We note that, despite the material increases in both sales and receivables, your unearned
revenue balance has  fallen significantly as of June 30, 2012.  If fewer advanced deposit
payments are required from distributors prior to delivery and sales credits are being offered
please further explain why the increase in accounts receivable results in less unearned
revenue.  Our concern is that you continue to state that sales revenue is recognized when
“collectability is reasonably assured.”  It appears that your new policies could potentially
result in an increase in uncollectable accounts and a related increase in the  unearned revenue
balance.  Please explain why this is not the case.  We may have further comments upon
review of your response.

Financial Statements

Note 2 – Basis of Presentation and Significant Accounting Policies, page F -6

Accounts Receivable, net, page F -7
5. We note from your presentation here and on the face of your financial statements that,
although your revenue has increased on 34% year over year, your accounts receivable (net)
balance has increased 254% while your allowance for doubtful accounts has increased only
201%.  Please provide us with an accounts receivable aging as of June 30, 2012 and 2011,
and as of September 30, 2012.  Please accompany this aging with an explanation of any
receivables balance 180 days outstanding or older as of June 3 0, 2012 and September 30,
2012.

6. Please identify your customers who account for more than 10% of accounts receivable, net,
and provide us with the aging of their accounts receivable balances.

7. As a related matter, please tell us, given your rapid revenue g rowth, why you believe
evaluation of accounts receivable for collectability only at year end is appropriate.

Ken Ren
China Green Agriculture, Inc.
October 18, 2012
Page 3

 Item 9A. Controls and Procedures , page 66

8. Please tell us how you concluded that, given the omission of the disclosure related to Jintai
that you previously represented to us would be included in your Form 10 -K for the year
ended September 30, 2012, your internal control over financial reporting and disclosure
controls and procedures were effective as of June 30, 2012.

We urge all persons who are r esponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the com pany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 or Margery Reich at 202 -551-3347  if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211  with any other questions.

Sincerely,

 /s/ D avid R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

October 9, 2012

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: David R. Humphrey, Accounting
Branch Chief

    Re:
    China Green Agriculture, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2011
 Filed September 12, 2011
 File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated October 4, 2012 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2011 (the “Form
10-K”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is set forth in italics
below, followed by the response of the Company.

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Results of Operations

Discussion of Segment Profitability Measures, page 53

    1.
    We note your response to our previous comment 1.  However, we are not persuaded that the requested disclosures are not required in your comparative discussions of operating results for fiscal 2012 because they "had become obsolete . . ." Your attention is directed to the disclosure requirements of Rule 303 (a) (3) of Regulation S-K.  Item (i) thereunder, requires that you describe any unusual or infrequent events or transactions or any other significant economic changes that materially affected the amount of reported income f rom continuing operations.  It also requires that you describe any other components of revenues and expenses that should be described in order to understand results of operations.  Item (ii) thereunder, requires you to describe any known trends or uncertainties that have had or that you reasonably expect will have a material unfavorable impact upon revenues or income f rom continuing operations.  If you know of events that will cause a material change in the relationship between costs and revenues, you are required to disclose that change in relationship.  In your letter of July 11, 2012, you advised us that industrial activities and dense population in the zone in which Jintai is located changed the micro bio environment for the growth of Jintai's agricultural products.  You stated that, from June 2011 to March 2012, these changes caused the death and obsolescence of certain of Jintai's products.  You explained that, as of June 2011, air and water pollution in the surrounding area caused almost 5 million of Photinia fraseri to become obsolete, resulting in a $2.8 million write-off.  Further, you disclosed that over 2 million and 1.5 million fraseri became obsolete as of September 30 and December 31, 2011, respectively.  As a result, losses for obsolescence of over $288,000 and $957,000, respectively, were recorded during these quarters.  Further, you informed us that $224,000 in losses for obsolescence of butterfly orchids were recorded as of March 31, 2012.  Accordingly, we continue to believe that you should file an amended Form 10-K for the year ended June 30, 2012 which includes the disclosure provided in the last five paragraphs of your response 5 to our comment letter dated June 26, 2012, as you represented to us that you would do in your response letter dated July 19, 2012.  In this regard, we note that the date of your response letter is subsequent to year end, indicating that you were in the process of drafting the fiscal 2012 Form 10-K at the time of your response.  However, in view of your concerns, we would not object if you also elected to amend your Form 10-K for fiscal 2011 and the subsequent Forms 10-Q to also provide this information in the appropriate fiscal periods.

Response:

The
first and most of the last paragraphs of the five paragraphs referred to in your previous comment have been included
under “MD&A – Recent Development – Jintai Relocation” and “Business – Recent
Developments” section in the Annual Report on Form 10-K for the fiscal year ended June 30, 2012
(the “2012 Form 10-K”).

With
respect to the middle three paragraphs where the obsolete plants were described, we have included them in the enclosed draft
of the proposed Amendment No. 2 to the Annual Report on Form 10-K/A for the fiscal year ended June 30, 2012 (“Form
10-K/A No.2”) with the relevant content shown with underlines. They appear under General and Administrative Expenses
subsection under our comparative discussions of operating results for fiscal year 2012. In addition, we added two more
sentences in the last paragraph (also shown with underlines) under “MD&A – Recent Development – Jintai
Relocation” to ensure the consistency between our previous response and the disclosure in the Form 10-K/A No.2. Please
confirm our amendments are in line with your expectation and we will file Form 10-K/A No.2 with the Commission if the
proposed draft is satisfactory to you.

We acknowledge that
we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing, and that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

    Sincerely,

    /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

Encl: Form 10-K/A No.2 (Proposed Draft)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-K/A

(Amendment No. 2)

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2012

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

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
x      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 x

        Non-accelerated filer o

        Do not check if a smaller reporting company

    Smaller reporting company  o

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: $47,940,291 as of December 30, 2011, based on the closing price $3.00 of the Company’s common
stock on such date.

The number of outstanding shares of the
registrant’s common stock on September 10, 2012 was 27,455,721.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s
definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, which the registrant plans to file with the Securities
and Exchange Commission within 120 days after June 30, 2012 are incorporated by reference in Part III of the Form 10-K, as
defined below, to the extent described therein.

Explanatory Note

China Green Agriculture,
Inc. (the “Company”, “we”, “us”, or “our” is filing this Amendment No. 2 on Form
10-K/A (this “Amendment”) to supplement the disclosure regarding certain comparative discussions of operating results
for fiscal 2012 in Item 7 of Part II of its Annual Report on Form 10-K for the year ended June 30, 2012 filed with the U.S. Securities
and Exchange Commission (the “Commission”) on September 13, 2012 (the “Form 10-K”) and amended on September
24, 2012 on Form 10-K/A to furnish Exhibit 101 to the Form 10-K (“Form 10-K/A No. 1”).

In this Amendment,
we expanded the analysis under “General and Administrative Expenses” of “The fiscal year ended June 30, 2012
compared to the fiscal year ended June 30, 2011” by including four paragraphs describing the specific amount of write-offs
incurred as a result of obsolescence of certain plants in Xi’an Jintai Agriculture Technology Development Company (“Jintai”),
one of our operating subsidiaries in China. The supplementary disclosure does not affect any numbers in our financial statements
contained in Form 10-K and Form 10-K/A.

No other changes have
been made to the Form 10-K and Form 10-K/A No. 1. This Amendment does not reflect events occurring after the filing of the Form
10-K and Form 10-K/A No. 1, does not update disclosures contained in the Form 10-K or Form 10-K/A No.1, and does not modify or
amend the Form 10-K or Form 10-K/A No.1 except as specifically described in this explanatory note and set forth in detail under
Item 7 below. Accordingly, this Amendment should be read in conjunction with our Form 10-K, Form 10-K/A No. 1, 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 7 and currently dated
certifications of our Chief Executive Officer and Chief Financial Officer. Capitalized terms not otherwise defined have the meanings
ascribed to them in the Form 10-K.

PART II

    ITEM 7.
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and the notes to those financial statements appearing elsewhere in this report. This discussion and
analysis contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors,
such as the slow-down of the global financial markets and its impact on economic growth in general, the competition in the
fertilizer industry and the impact of such competition on pricing, revenues and margins, the weather conditions in the areas
where our customers are based, the cost of attracting and retaining highly skilled personnel, the prospects for future
acquisitions, and the factors set forth elsewhere in this report and our Form 10-K, our actual results may differ materially from
those anticipated in these forward-looking statements. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this report will in fact occur. You should not place undue reliance on the
forward-looking statements contained in this report.

The forward-looking statements speak
only as of the date on which they are made, and, except to the extent required by U.S. federal securities laws, we undertake no
obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events.  Further, the information about our intentions contained in this
report is a statement of our intention as of the date of this report and is based upon, among other things, the existing regulatory
environment, industry conditions, market conditions and prices and our assumptions as of such date.  We may change our intentions,
at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

Unless the context indicates otherwise,
as used in the following discussion, “Company”, “we,” “us,” and “our,” refer to
(i) China Green Agriculture, Inc. (“Green Nevada”), a corporation incorporated in the State of Nevada; (ii) Green Agriculture
Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada incorporated in the State of New
Jersey; (iii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New
Jersey organized under the laws of the PRC; (iv) Xi’an Jintai Agriculture Technology Development Company (“Jintai”),
wholly-owned subsidiary of Jinong in the PRC, (v) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”),
a wholly-owned subsidiary of Jinong in the PRC; (vi) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong
in the PRC (“Gufeng”), and (vii) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in
the PRC (“Tianjuyuan”).

Unless the context otherwise requires,
all references to (i) “PRC” and “China” are to the People’s Republic of China; (ii) “U.S. dollar,”
“$” and “US$” are to United States dollars; and (iii) “RMB”, “Yuan” and Renminbi
are to the currency of the PRC or China.

Overview

We are engaged in the
research, development, production and sale of various types of fertilizers and agricultural products in the PRC through our wholly-owned
Chinese subsidiaries, Jinong, Jintai, Yuxing, Gufeng and Tianjuyuan. Our primary business is fertilizer products, specifically
humic-acid based compound fertilizer produced by Jinong and compound fertilizer, blended fertilizer, organic compound fertilizer,
slow-release fertilizers, highly-concentrated water-soluble fertilizers and mixed organic-inorganic compound fertilizer produced
by Gufeng. In addition, through Jintai and Yuxing, we develop and produce agricultural products, such as top-grade fruits, vegetables,
flowers and colored seedlings. For financial reporting p

October 4 , 2012

China Green Agriculture, Inc.
Mr. Ken Ren
Chief Financial Officer
3 rd Floor, Borough A, Block A, No. 181
South Taibai Road, Xi’an, Shaanxi Province
People’s Republic of China 710065

Re: China Green Agriculture, Inc.
 Form 10-K for the Year E nded June 30, 2011
Filed September 12, 2011
File No. 001 -34260

Dear Mr. Ren :

We have reviewed your response dated October 1 , 2012  and have the following
comments.  In some of our  comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will p rovide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations

Discussion of Segment Profitabil ity Measures, page 5 3

1. We note your response to our previous comment 1.  However, we are not persuaded that the
requested disclosures are not required in your comparative discussions of operating results
for fiscal 2012 because they “had become obsolete . . .”    Your attention is directed to the
disclosure requirements of Rule 303 (a) (3) of Regulation S -K.  Item (i) thereunder, requires
that you describe any unusual or infrequent events or transactions or any other significant
economic changes that materi ally affected the amount of reported income from continuing
operations.  It also requires that you describe any other components of revenues and expenses
that should be described in order to understand results of operations.  Item (ii) thereunder,

Ken Ren
China Green Agriculture, Inc.
October 4 , 2012
Page 2

 requires  you to describe any known trends or uncertainties that have had or that you
reasonably expect will have a material unfavorable impact upon revenues or income from
continuing operations.  If you know of events that will cause a material change in the
relationship between costs and revenues, you are required to disclose that change in
relationship.  In your letter of July 11, 2012, you advised us that industrial activities and
dense population in the zone in which Jintai is located changed the micro bio envi ronment
for the growth of Jintai’s agricultural products.  You stated that, from June 2011 to March
2012, these changes caused the death and obsolescence of certain of Jintai’s products.  You
explained that, as of June 2011, air and water pollution in the surrounding area caused almost
5 million of Photinia fraseri to become obsolete, resulting in a $2.8 million write -off.
Further, you disclosed that over 2 million and 1.5 million fraseri became obsolete as of
September 30 and December 31, 2011, respective ly.  As a result, losses for obsolescence of
over $288,000 and $957,000, respectively, were recorded during these quarters.  Further, you
informed us that $224,000 in losses for obsolescence of butterfly orchids were recorded as of
March 31, 2012.  Accordi ngly, we continue to believe that you should file an amended Form
10-K for the year ended June 30, 2012 which includes the disclosure provided in the last five
paragraphs of your response 5 to our comment letter dated June 26, 2012, as you represented
to us that you would do in your response letter dated July 19, 2012.  In this regard, we note
that the date of your response letter is subsequent to year end, indicating that you were in the
process of drafting the fiscal 2012 Form 10 -K at the time of your res ponse.  However, in
view of your concerns, we would not object if you also elected to amend your Form 10 -K for
fiscal 2011 and the subsequent Forms 10 -Q to also provide this information in the
appropriate fiscal periods.

We urge all persons who are respon sible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in posse ssion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company  may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Ken Ren
China Green Agriculture, Inc.
October 4 , 2012
Page 3

 You may contact Amy Geddes at 202 -551-3304 or Margery Reich at 202 -551-3347  if
you have questi ons regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211  with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

October 1, 2012

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: David R. Humphrey, Accounting
Branch Chief

    Re:
    China Green Agriculture, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2011
 Filed September 12, 2011
 File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated September 27, 2012 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2011 (the “Form
10-K”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comments is set forth in italics
below, followed by the responses of the Company.

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Results of Operations

Discussion of Segment Profitability Measures, page 53

    1.
    Refer to our previous comment 1. We note certain added disclosures in your Form 10-K for the year ended June 30, 2012 with respect to the relocation of Jintai. However, please tell us the location, in your filing, of the last five paragraphs included in your response to our previous comment five, issued in our comment letter dated June 26, 2012. If they have not been included in the document, please revise your Form 10-K to include them in MD& A under your comparative discussions of operating results.

Response:

The first
and last paragraphs of the five paragraphs referred to in your comment above have been included under “MD&A – Recent
Development – Jintai Relocation” in the Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “2012
Form 10-K”). In addition, “Business – Recent Developments” section of the 2012 Form 10-K stated the similar
content.

With respect
to the middle three paragraphs where the obsolete plants were described, further to our submission of the previous response letter
on July 19, 2012, in the process of preparing the 2012 Form 10-K, we thought it more thoroughly and believe such a disclosure had
become obsolete by itself in the sense that the data were as of last fiscal year and the first three quarters in fiscal 2012. That
being said, we will nevertheless bear the Staff’s comment in mind and provide an up-to-date disclosure on Jintai’s
write-offs under G&A expenses in the upcoming quarterly report for the fiscal quarter ended September 30, 2012.

October 1, 2012

Page 2

We acknowledge that
we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing, and that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

    Sincerely,

    /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

September 27 , 2012

China Green Agriculture, Inc.
Mr. Ken Ren
Chief Financial Officer
3rd Floor, Borough A, Block A, No. 181
South Taibai Road, Xi’an, Shaanxi Province
People’s Republic of China 710065

Re: China Green Agriculture, Inc.
 Form 10-K for the Year E nded June 30, 2011
Filed September 12, 2011
File No. 001 -34260

Dear Mr. Ren :

We have reviewed your response dated July 19 , 2012  and have the following comments.
In some  of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you  will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations

Discussion of Segment Profitabil ity Measures, page 5 3
1. Refer to our previous comment 1.  We note certain added disclosures in your Form 10 -K for
the year ended June 30, 2012 with respect to the relocation of Jintai.  However, please tell us
the location, in your filing,  of the last five p aragraphs included in your response to our
previous comment five, issued in our comment letter dated June 26, 2012.  If they have not
been included in the document, please revise your Form 10 -K to include them in MD&A
under your comparative discussions of operating resul ts.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of

Ken Ren
China Green Agri culture, Inc.
September 27 , 2012
Page 2

 1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from t he company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 or Margery Re ich at 202 -551-3347  if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211  with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

CHINA GREEN AGRICULTURE, INC.

3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

July 19, 2012

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: David R. Humphrey, Accounting
Branch Chief

    Re:
    China Green Agriculture, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2011
 Filed September 12, 2011
 File No. 001-34260

    Form 10-Q for the Quarterly Period Ended March 31, 2012
 Filed May 10, 2012
 File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated July 18, 2012 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2011 (the “Form
10-K”) and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the “Form 10-Q”).
We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comments is set forth in italics below, followed
by the responses of the Company.

Form 10-K for the Fiscal Year Ended June 30, 2011

Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Results of Operations

Discussion of Segment Profitability Measures, page 53

    1.
    Refer to your response to our prior comment 5.  In your Form 10-K for the fiscal year ended June 30, 2012, please expand your comparative discussion of operations to include all of the disclosures with respect to Jintai that have been provided to the staff on pages 3 and 4 of your letter dated July 11, 2012.  Please note, for future filings, that the disclosure requirements of Item 303 (a) (3) (i) and (ii) of Regulation S-K require the description of significant economic changes and known trends, events or uncertainties that may reasonably be expected to have a material impact upon revenues or income from continuing operations.  This would include a complete and timely discussion of segment information where it is appropriate to an understanding of the business.

Response:

We
acknowledge the Staff’s comment in this aspect and will include all of the disclosures
with respect to Jintai that have been provided to the Staff on pages 3 and 4 of our letter dated July 11, 2012. Furthermore, for
future filings, we will be mindful in checking Item 303 (a)(3)(i) and (ii) of Regulation S-K to have appropriate disclosure as
required thereunder which, as the Staff pointed out, would include a complete and timely discussion of segment information where
it is appropriate to an understanding of the business.

July 19, 2012

Page 2

Note 7 - Land Use Right, page F-14

    2.
    Refer to our previous comments 10 and 11.  Please revise your disclosure in future filings to include a narrative similar to that included in your response to these comments.  Specifically, you should discuss the progress of receiving the land use right, the probability you might not receive it, the reasons why it may not be granted, and the financial exposure in RMB and USD as included in comment 11.

Response:

We will revise
our disclosure in future filings to include a narrative similar to that included in our response to comments 10 & 11 in our
letter dated July 11, 2012. Specifically, we will discuss the progress of receiving the land use right, the probability we might
not receive it, the reasons why it may not be granted, and the financial exposure in RMB and USD as included in comment 11.

We acknowledge that
we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing, and that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

    Sincerely,

    /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

July 18 , 2012

China Green Agriculture, Inc.
Mr. Ken Ren
Chief Financial Officer
3 rd Floor, Borough A, Block A, No. 181
South Taibai Road, Xi’an, Shaanxi Province
People’s Republic of China 710065

Re: China Green Agriculture, Inc.
 Form 10-K for the Fiscal Year E nded June 30, 2011
Filed September 12, 2011
File No. 001 -34260

Dear Mr. Ren :

We have reviewed your response dated July 11, 2012  and have the following comments.
In some of our comm ents, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respons e.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2011

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations

Discussion of Segment Profitability Measures, page 53

1. Refer to your response to our prior comment 5.  In your Form 10 -K for the fiscal year ended
June 30, 2012, please expand your comparative discussion of operations to include all of the
disclosures with respect to Jintai that have been provided to the staff on pages 3 and 4 of your
letter dated July 11, 2012.  Please note, for future filings, that the disclosure requirements of
Item 303 (a) (3) (i) and (ii ) of Regulation S -K require the description of significant economic
changes and known trends, events or uncertainties that may reasonably be expected to have a

Ken Ren
China Green Agriculture, Inc.
July 18 , 2012
Page 2

 material impact upon revenues or income from continuing operations.  This would include a
comple te and timely discussion of segment information where it is appropriate to an
understanding of the business.

Note 7 – Land Use Right, page F -14

2. Refer to our previous comments 10 and 11.  Please revise your disclosure in future filings to
include a narrat ive similar to that included in your response to these comments.  Specifically,
you should discuss the progress of receiving the land use right, the probability you might not
receive it, the reasons why it may not be granted, and the financial exposure in RMB and
USD as included comment 11.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchang e Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commissi on from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Gedde s at 202 -551-3304 or Margery Reich at 202 -551-3347  if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211  with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
1
filename1.htm

CHINA
GREEN AGRICULTURE, INC.

3rd Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s
Republic of China 710065

July 11, 2012

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: David R. Humphrey, Accounting
Branch Chief

 Re: China Green Agriculture, Inc.

Form 10-K for the Fiscal Year Ended June 30, 2011

Filed September 12, 2011

File No. 001-34260

  Form 10-Q for the Quarterly Period Ended March 31, 2012

Filed May 10, 2012

File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated June 26, 2012 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2011 (the “Form
10-K”) and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the “Form 10-Q”).
We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comments is set forth in italics below, followed
by the responses of the Company. Capitalized terms contained in the Company’s responses not otherwise defined herein shall
have the meaning ascribed to them in the Form 10-K.

Form 10-K for the Fiscal Year Ended June 30, 2011

Item 1A. Risk Factors

 1. Reference is made to your discussion of the financial performance of Gufeng on page 28. Please
reconcile for us the $11,422,057 net income for the fiscal year ended June 30, 2011 as quoted in your discussion with the $10,995,984
as stated in Footnote 16 to the financial statements presented on page F-23.

Response:

Gufeng’s
net income for the fiscal year ended June 30, 2011 of $10,995,984 in Footnote 16 on page F-23 is correct. The net income for Gufeng
of $11,422,057 on page 28 was incorrect, and such number was a clerical error. We will be mindful in future filings to keep the
numbers consistent.

July 11, 2012

Page 2

Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Recent Developments

New Products, page 47

 2. Please clarify to us in your response and revise future filings to indicate the proportion of revenue that is attributable
both to new products and new distributors.

Response:

Please find
the following disclosure which indicates the proportion of revenue that is attributable both to new products and new distributors.
Going forward, we will include this type of disclosure in future filings, if the amount is more than nominal.

During the
fiscal year ended June 30, 2011, Jinong’s revenue attributable both to Jinong’s new distributors and new products was
approximately $385,832, which accounted for 0.6% of Jinong’s total sales.

During the
three months ended June 30, 2011, Jinong’s revenue attributable both to Jinong’s new distributors and new products
was approximately $19,265, which accounted for 0.1% of Jinong’s total sales for the same period.

During the
fiscal year ended June 30, 2011, there was no revenue of Gufeng attributable both to Gufeng’s new distributors and new products.

Results of Operations

Net Sales, page 49

 3. Refer to the third paragraph of your narrative. We note that you have included a comparative
discussion of Gufeng’s net sales from fiscal 2011 to fiscal 2010. Gufeng has not been included in your financial statements
for the year ended June 30, 2010 as it was acquired in July 2010. Further, Gufeng’s latest fiscal year prior to acquisition
ended on December 31, 2009. As such, the annualized net sales figure for Gufeng for the year ended June 30, 2010 appears to be
a pro forma presentation of net sales with no supporting explanation or calculation prepared in accordance with Article 11 of Regulation
S-X. Please remove the reference to Gufeng’s net sales for the fiscal year ended June 30, 2010 as its inclusion is neither
necessary nor appropriate.

Response:

In response
to this comment, we will remove in all future filings the reference to Gufeng’s net sales for the fiscal year ended June
30, 2010. Related to that, we will also remove the reference of Gufeng’s Cost of Goods Sold ($21,138,551 for the fiscal year
ended June 30, 2010) under the Cost of Sale section.

Discussion of Segment Profitability Measures, page 53

 4. In Footnote 16, you present both operating income and net income by operating segment. Please
clearly identify, here and in your footnote, the specific measure of segment profitability or loss that is reported to the chief
operating decision maker for purposes of making decisions about allocating resources to the segment and assessing its performance.
Refer to ASC 280-10-50-27 for guidance.

Response:

Each of the
four operating segments identified on page 53 and in Footnote 16 has separate and distinct general ledgers. The chief operating
decision maker (CODM) receives financial information, including revenue, gross margin, operating income and net income produced
from the various general ledger systems to make decisions about allocating resources and assessing performance; however, the principal
measure of segment profitability or loss used by the CODM is net income by segment. We will include this information in our future
filings both in MD&A and footnotes.

July 11, 2012

Page 3

 5. In addition, please expand this discussion to also address significant changes in that measure
on a comparative basis for fiscal 2011 compared to fiscal 2010 and for fiscal 2010 compared to fiscal 2009. In this regard, we
are particularly concerned as to the nature of and reasons for the significant negative variance in the profitability of Jintai
in fiscal 2011. Please address this development in your response in detail. You should also indicate whether this trend is expected
to continue. If significant write-offs were taken, please describe and quantify them and tell us how they were classified. Our
comment applies to the disclosures in your Form 10-Q for the Quarterly Period Ended March 31, 2012 as well. We may have further
comments upon review of your response.

Response:

For Jinong,
the net income increased 35.5% by $7,637,205 to $29,139,457 for fiscal year 2011 from $21,502,252 for fiscal year 2010, while its
net income increased 60.3% by $8,091,162 to $21,502,252 for fiscal year 2010 from $13,411,090 for fiscal year 2009.

For Gufeng,
the net income was $10,995,984 for fiscal year 2011.

For Yuxing,
the net loss increased 62.1% by $112,610 to a net loss of $293,914 for fiscal year 2011 from a net loss of $181,304 for fiscal
year 2010.

For Jintai,
the net income decreased 103.6% by $2,736,477 to a net loss of $96,244 for fiscal year 2011 from a net profit of $2,640,233 for
fiscal year 2010, while its net income increased 7.9% by $193,995 to $2,640,233 for fiscal year 2010 from $2,446,238 for fiscal
year 2009. The loss incurred by Jintai in fiscal year 2011 was primarily due to radical change of biological environment in its
location.

Jintai is
located at the Economic and Technical Development Zone (the "Zone") in the metro area of the city of Xi'an. The Zone
has been inhabited by a large and dense population and the periphery of Jintai has bristled with various industrial factories and
utility plants in the latest years. The Zone’s concentrated industrial activities and dense population changed the micro
bio environment for the growth of Jintai's agricultural products and disturbed Jintai’s normal fertilizer research and development.
From June 2011 to March 2012, such changes caused the death and obsolescence of large amount of Jintai's flowers and seedlings.

As of June
2011, 4,852,236 number of Photinia fraseri were obsolete due to the air and water pollution in the surrounding area of Jintai.
The total loss for this obsolescence incurred a write-off of $2,813,993, which equaled to the maintenance cost of Photinia fraseri,
and was classified as general and administration expense in Jintai for the fiscal year June 30, 2011.

In addition,
2,028,508 and 1,532,876 number of Photinia fraseri became obsolete as of September 30 and December 31, 2011 respectively due to
the exacerbating air and water pollution in the surrounding area of Jintai. The total loss for the obsolescence incurred write-offs
of $288,307 and $957,407 respectively. The losses equaled to the maintenance cost of Photinia fraseri, and were classified as general
and administration expense in Jintai for the quarter ended September 30 and December 31, 2011.

July 11, 2012

Page 4

As of March
31, 2012, 54,682 number of butterfly orchids became obsolete due to disease. The total loss for the obsolescence incurred a write-off
of $223,907, which equaled to the maintenance cost of butterfly orchids, and was classified as general and administration expense
in Jintai as of March 31, 2012.

From
March 2012, the Company commenced to relocate Jintai in the facilities of one of the Company’s other subsidiaries, Yuxin,
located in Hu County, 18 kilometers southeast of Xi’an city. During the three months ended June 30, 2012, Jintai had no sales
revenue due to relocation. The entire relocation process is expected to complete by the end of fiscal year 2013. We expect Jintai
will likely remain unprofitable until the relocation gets completed. Further, the Company may consider merging the subsidiaries
of Yuxing and Jintai together to reduce operating cost and streamline management at appropriate time in the future.

Financial Statements

Note 2 - Basis of Presentation and Summary of Significant
Accounting Policies

 6. Reference is made to the apparent significance of your research and development expenditures
as described on page 17. Please explain to us, and disclose, how research and development costs are accounted for and classified
and how the elements of costs are identified with your related activities. Quantitative disclosures are also required under ASC
730-10-50-1. Alternatively, please identify the location of these disclosures in your footnotes.

Response:

While
the Company states, on page 17 of the Form 10-K “During the fiscal year ended
June 30, 2010 and 2009, we spent $12,956,621 and $0 on Yuxing’s research and development activities”, such
reference is effectively a primary comparison of Yuxing’s capital expenditure and certain other payments in
fiscal year 2010 to the comparable amount in fiscal year 2009, for the purpose of building Yuxing into the Company’s
new leading green fertilizer research and development facilities in
China. To avoid confusion going forward, we will specify that such amounts were capital expenditure and other related
expenses if we have similar disclosure in our filings. The breakdown of total amounts is as below:

    Amount in FY2010
    Amount in FY2009

    Machines, Buildings and Equipments
    $ 36,998
    $ -

    Land Use Right
    $ 11,477,681
    $ -

    Advanced Payment
    $ 1,168,528
    $ -

    Construction in Progress
    $ 273,414
    $ -

    Total
    $ 12,956,621
    $ -

The research and development costs in Jinong
for the fiscal year 2009, 2010, and 2011 are illustrated as the following:

July 11, 2012

Page 5

    　
    FY2009
    FY2010
    FY2011

    Freight Expense
    $ 1,258
    $ 924
    $ 3,916

    Travel Expense
    $ 866
    $ 3,528
    $ 8,465

    Salary
    $ 23,277
    $ 26,861
    $ 42,516

    Experiment and Testing
    $ 10,166
    $ 1,948
    $ 38,724

    Other
    $ -
    $ 169
    $ 633

    Total R&D Expense for Jinong
    $ 35,566
    $ 33,430
    $ 94,253

The research and development costs in Gufeng
for the fiscal year 2011 are illustrated in the table below:

    Item
    FY2011

    Raw material
    $ 2,543,617

    Manufacturing Cost
    $ 45,708

    Experiment and Testing
    $ 4,155

    Labor Cost
    $ 20,776

    License fee
    $ 4,155

    Total R&D Expense for Gufeng
    $ 2,618,412

While
Jintai and Yuxing do not incur research and development cost directly from their production activities of agriculture
products, they conduct field tests in their field and experimenting facilities for Jinong and Gufeng’s trial fertilizer
products. Thus, certain costs, such as lease of the related facilities, depreciation of the related facilities and equipment
for fertilizer research and development use, and other miscellaneous expenses can be attributable to the research and
development activities of fertilizer products for the Company. Leases and depreciation of related facilities and equipments
over past three fiscal years in Jintai and Yuxing, are illustrated below:

    FY2009
    FY2010
    FY2011

    Facility Lease in Jintai
    $ 1,200,491
    $ 1,211,696
    $ 1,272,956

    Depreciation in Jintai
    $ 111,089
    $ 120,780
    $ 127,143

    Depreciation in Yuxing
    $ -
    $ -
    $ 5,065

July 11, 2012

Page 6

In summary,
as illustrated by the the summary table below of the three tables above, for Jinong, Gufeng, Jintai and Yuxing, the Company expenses
research and development costs as incurred. For the years ended June 30, 2011, 2010 and 2009, research and development costs were
$4,117,830, $1,365,907 and $1,346,146, respectively.

    FY2009
    FY2010
    FY2011

    Jintai
    $ 1,311,579
    $ 1,332,477
    $ 1,400,099

    Yuxing
    $ -
    $ -
    $ 5,065

    Jinong
    $ 35,566
    $ 33,430
    $ 94,253

    Gufeng
    $ -
    $ -
    $ 2,618,412

    Total
    $ 1,347,146
    $ 1,365,907
    $ 4,117,830

 7. We note the very significant increase in advances to suppliers as of June 30, 2011. Please describe
the significant contractual terms of these arrangements in expanded detail and tell us about the nature and composition of these
balances. Please also describe the extent to which these balances are seasonal, if applicable. Finally, these balances appear significantly
larger than the advances in the historical financial statements of Gufeng. If our understanding is correct, please explain why
this is the case. We also note that you have recorded a related allowance of $549,470 in fiscal 2011. Please explain how and when
this charge was determined and recorded. Finally, please expand your footnotes to address this account.

Response:

Historically,
prior to the Company’s acquisition of Gufeng in July 2010, the Company had relatively lower balance of advance to suppliers
on the balance sheet. The Company’s subsidiaries then didn’t make large amount of advance payment when they purchased
raw material from suppliers to produce their products. For concentrated fertilizers that Jinong produces, it uses limited amount
of basic fertilizers, such as nitrogen and phosphate, in its production. These basic fertilizers account relatively less than other
raw material such as package material, in the cost of goods sold for Jinong.

Unlike concentrated
fertilizers, producing NPK-based compound fertilizer requires significant amount of similar basic fertilizers above as the production
input. In addition, the compound fertilizer is of much larger volume than the concentrated fertilizer products, even though the
compound fertilizer is much less expensive than the concentrated one for the same volume.

In manufacturing
large volume of compound fertilizers, Gufeng purchases correspondingly large volume of basic fertilizers, such as nitrogen and
phosphate from a number of suppliers as the raw material for its production. In trading basic fertilizer among suppliers and buyers
in China, as the management observes, suppliers typically require buyers to deposit certain amount of payment as advances when
both parties enter the sales contracts. The rest payment then is due at the time of shipment’s arrival to the buyers, which
can be one to three months later. The percentage of advances to the total payment may vary depending on various factors such as
market trend, the business relationship between the

June 26, 2012

China Green Agriculture, Inc.
Mr. Ken Ren
Chief Financial Officer
3 rd Floor, Borough A, Block A, No. 181
South Taibai Road, Xi’an, Shaanxi Province
People’s Republic of China 710065

Re: China Green Agriculture, Inc.
 Form 10-K for the Fiscal Year E nded June 30, 2011
Filed September 12, 2011
File No. 001 -34260

Form 10 -Q for the Quarterly Period Ended March 31, 2012
Filed May 10, 2012
File No. 001 -34260

Dear Mr. Ren :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respons e.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended June 30, 2011

Item 1A. Risk Factors

1. Reference is made to your di scussion of the financial performance of Gufeng on page 28.
Please reconcile for us the $11,422,057 net income for the fiscal year ended June 30, 2011 as
quoted in your discussion with the $10,995,984 as stated in Footnote 16 to the financial
statements p resented on page F -23.

Ken Ren
China Green Agriculture, Inc.
June 26, 2012
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Recent Developments

New Products, page 47
2. Please clarify to us in your response and revise future filings to indicate the proportion of
revenue that is attributable both to new products and new distributors.

Results of Operations

Net Sales, page 49
3. Refer to the third paragraph of your narrative.  We note that you have included a comparative
discussion of Gufeng’s  net sales from fiscal 2011 to fiscal 2010.  Gufeng has not been
included in your financial statements for the year ended June 30, 2010 as it was acquired in
July 2010. Further, Gufeng’s latest fiscal year prior to acquisition ended on December 31,
2009.  As such, the annualized net sales figure for Gufeng for the year ended June 30, 2010
appears to be a pro forma presentation of net sales with no supporting explanation or
calculation prepared in accordance with Article 11 of Regulation S -X. Please remove t he
reference to Gufeng’s net sales for the fiscal year ended June 30, 2010 as its inclusion is
neither necessary nor appropriate.

Discussion of Segment Profitability Measures, page 53
4. In Footnote 16, you present both operating income and net income by ope rating segment.
Please clearly identify, here and in your footnote, the specific measure of segment
profitability or loss that is reported to the chief operating decision maker for purposes of
making decisions about allocating resources to the segment and  assessing its performance.
Refer to ASC 280 -10-50-27 for guidance.

5. In addition, please expand this discussion to also address significant changes in that measure
on a comparative basis for fiscal 2011 compared to fiscal 2010 and for fiscal 2010 compared
to fiscal 2009.  In this regard, we are particularly concerned as to the nature of and reasons
for the significant negative variance in the profitability of Jintai in fiscal 2011.  Please
address this development in your response  in detail.  You should al so indicate whether this
trend is expected to continue.  If significant write -offs were taken, please describe and
quantify them and tell us how they were classified.  Our comment applies to the disclosures
in your Form 10 -Q for the Quarterly Period Ended March 31, 2012 as well.  We may have
further comments upon review of your response.

Ken Ren
China Green Agriculture, Inc.
June 26, 2012
Page 3

 Financial Statements

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

6. Reference is made to the apparent significance of your research and development
expenditures as described on page 17.  Please explain to us, and disclose, how research and
development costs are accounted for and classified and how the elements of costs are
identified with your related activities.  Quantitative disclosu res are also required under ASC
730-10-50-1.  Alternatively, please identify the location of these disclosures in your
footnotes.

7. We note the very significant increase in advances to suppliers as of June 30, 2011.  Please
describe the significant contract ual terms of these arrangements in expanded detail and tell us
about the nature and composition of these balances.  Please also describe the extent to which
these balances are seasonal, if applicable.  Finally, these balances appear significantly larger
than the advances in the historical financial statements of Gufeng.  If our understanding is
correct, please explain why this is the case.  We also note that you have recorded a related
allowance of $549,470 in fiscal 2011.  Please explain how and when this charge was
determined and recorded.  Finally, please expand your footnotes to address this account.

8. As a related matter, it appears from page 55 that your advance payments to suppliers are
made to insure that future product will be shipped to you when nee ded.  Please explain to us
how and why the business of Gufeng also results in the generation of significant balances of
unearned revenues.

9. It appears, from your most recently filed Definitive Proxy that you have a related party
relationship with a company called Kingtone Information.  If our understanding is correct,
please indicate the location of any related disclosures provided in the foot notes.
Alternatively, please explain why you believe that no related disclosures are required.

Note 7 – Land Use Right, page F -14

10. We note from your disclosure in Risk Factors on page 28 that you have legally not obtained
the land use right over the premises on which certain facilities of Gufeng are located and, as a
result, you may not have the right to use the premises or the buildings located thereon.
Please tell us in your response how the land use right i n question and the buildings and
improvements built thereon were valued and recorded at the time of the transaction and how
such valuation was reassessed, if necessary, at the time you discovered you had not obtained
the land use right .

11. As a related mat ter, please tell us the proportion of facilities potentially impacted by the
validity of the land use right.  In your response, discuss the specific properties identified on
pages 38 -39 as relating to Gufeng, including the proportion of total and utilized
manufacturing square meters, impacted by this issue.

Ken Ren
China Green Agriculture, Inc.
June 26, 2012
Page 4

 Note 16. Segment Reporting, page F -22

12. Reference is made to your discussion of exports on page 14.  It appears that related
disclosures are required in the footnotes under ASC 280 -10-50-41(a).  Please pr ovide this
disclosure or explain why the requirement is not applicable.

Form 10 -Q for the Quarterly Period Ended March 31, 2012

Item 1. Financial Statements

Condensed Consolidated Balance Sheets, page 3

13. We note from your presentation here that your acc ounts receivable balance has increased
$42.9 million between June 30, 2011 and March 31, 2012 , more than the entire $39.3 million
in inco me from operations for the same period.  Further, the increase of $42.9 million
represents 74% of gross profit and 27% of net sales for that nine-month period.  Your
disclosure on page 29 indicates that your allowance, which represented less than 1% of total
receivables at March 31, 2012, increased only 78.4% versus the 244% increase in receivables
over the nine -month peri od ended March 31, 2012.  Please tell us how you determined that
your allowance for doubtful accounts was appropriate at March 31, 2012.  Include in your
response an aging of receivables at March 31, 2012 and a discussion of any amounts
collected subsequen t to the period end.   Describe any significant changes in your credit
policies or terms, if applicable.

Note 6 – Property, Plant, and Equipment, page 8

14. Please tell us why Buildings and Improvements decreased significantly and Machinery and
Equipment increased significantly from June 30, 2011 to March 30, 2012.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do no t foreclose
the Commission from taking any action with respect to the filing; and

Ken Ren
China Green Agriculture, Inc.
June 26, 2012
Page 5

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 or Margery Reich at 202 -551-3347  if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202-551-3211  with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief

CORRESP
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    Unassociated Document

CHINA GREEN AGRICULTURE, INC.

3rd Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province, People’s Republic of China 710065

February 25, 2011

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop: 3561

Washington, D.C. 20549

Attention:

Max A. Webb

Assistant Director

RE:

China Green Agriculture, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed:  December 30, 2010

File No.:  333-168297

Ladies and Gentlemen:

China Green Agriculture, Inc. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”) be declared effective at 9:00 A.M., Eastern Time on Wednesday, March 2, 2011, or as soon thereafter as may be practicable.

We acknowledge that a declaration by the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement. We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In making this request for acceleration, we are aware of our responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement.

Thank you for your consideration of this request. Should you have any questions or require additional information, please contact the undersigned or our counsel, David E. Parsly, Esq., of Pryor Cashman LLP at (212) 326-0859.

Sincerely,

/s/ Ken Ren

Ken Ren

Chief Financial Officer

CORRESP
1
filename1.htm

    Unassociated Document

        CHINA
GREEN AGRICULTURE, INC.

        3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

      January
28, 2011

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Mail
Stop: 3561

    Washington,
D.C. 20549

    Attention:  Max.
A. Webb

            Re:

              China
      Green Agriculture, Inc.

              Amended
      Registration Statement on Form S-3

              Filed
      December 30, 2010

              File
      No.: 333-168297

    Dear Mr.
Webb:

    China
Green Agriculture, Inc., a Nevada corporation (the “Company”), is in receipt of
the letter from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated January 25, 2011 (the “Comment Letter”) to
the Company with respect to Amendment No. 1 to the Company’s Registration
Statement on Form S-3 (File No. 333-168297) filed with the Commission on
December 30, 2010 (the “Registration Statement”).  We hereby file via
EDGAR our response to the Comment Letter.  The text of the Staff's
comments is set forth in italics below, followed by the responses of the
Company.

    Form S-3/A filed December
30, 2010

              1.

              We note your response to our
      prior comment three. Please tell us why your definitive proxy statement
      filed October 28, 2010 states on page 11 that your executive offices “are
      leased from Kingtone Information at no
  cost.”

    Response:  The
Company’s disclosure regarding the office lease contained in the Company’s proxy
statement filed on October 28, 2010 (the “Proxy Statement”) is
incorrect.  As stated in our response to the Staff’s prior comment
three, Xi’an Kingtone Information Technology Co., Ltd. (“Kingtone Information”)
previously leased the office space to Xi’an Techteam Science and Technology
Industry (Group) Co., Ltd. (the “Group Company”) at no cost.  The
Group Company then leased the offices to the Company. On September 30, 2010, as
disclosed in the Company’s Quarterly Report on Form 10-Q filed with the
Commission on November 12, 2010, the Company cancelled the lease agreement with
the Group Company without penalty and signed a new two-year lease agreement
directly with Kingtone Information effective as of July 1, 2010. According to
the new lease agreement, the monthly rent is approximately $1,600 (RMB
10,800).

        CHINA
GREEN AGRICULTURE, INC.

        3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    The Company respectfully notes that the
amount involved in this related party transaction ($38,400) falls below the
$120,000 threshold set forth in Item 404 of Regulation S-K requiring disclosure
of related party transactions.  In light of the immaterial nature of
this related party transaction, the Company believes that it is unnecessary to
amend its Annual Report on Form 10-K for the fiscal year ended June 30, 2010 to
revise the disclosure contained in the Proxy Statement.

    ***

    We acknowledge that we are responsible
for the adequacy and accuracy of the disclosure in the Registration
Statement.  We further acknowledge that Staff comments or changes to
disclosure in response to Staff comments in the Registration Statement do not
foreclose the Commission from taking any action with respect to the Registration
Statement, and that we may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Should you have any questions regarding
our response to the Staff’s comments or wish to discuss this matter further,
please do not hesitate to contact me at (86) 29-88266368.

              Sincerely,

              /s/
      Tao Li

              Tao
      Li

              Chief
      Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         January  25, 201 1

Tao Li
Chief Executive Officer
China Green Agriculture, Inc.
3rd Floor, Borough A, Block A. No. 181,
South Taibai  Road, Xi’an, Shaanxi Province
People’s Republic of China 710065

Re: China Green Agriculture, Inc.
 Amended Registration Statement on Form S -3
Filed December 30 , 2010
File No. 333-168297

Dear Mr. Li:

We have received your response to our prior comment letter to you dated September
30, 2010 and have the following additional comments.

1. We note your response to our prior comment three.  Please tell us why your definitive
proxy statement filed October 28, 2010 states on page 11 that your executive offices
“are leased from Kingtone Information at no cost.”

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclo sures they have made.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

Tao Li
China Green  Agriculture, Inc.
January 25, 2011
Page 2

the company may not assert staff comments and the declaration of effectiveness as a
defense in any  proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date  of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offe ring of the securities specified in the
above registration statement. Please allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

You may contact John Dana Brown at (202) 551 -3859 or the undersigned at (202)
551-3750  with any questions.

        Sincerely,

Max. A. Webb
Assistant Director

cc: Elizabeth F. Chen, Esq.
 Fax: (212 ) 798-6366

CORRESP
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    Unassociated Document

          CHINA
GREEN AGRICULTURE, INC.

          3rd Floor,
Borough A, Block A. No.181, South Taibai Road, Xi’an,
Shaanxi Province, People’s Republic of China 710065

      December 30, 2010

      Division
of Corporation Finance

      Securities
and Exchange Commission

      100 F
Street, NE

      Mail
Stop: 3561

      Washington,
D.C. 20549

      Attention:  Max
A. Webb, Assistant Director

                  Re:

                  China
      Green Agriculture, Inc.

      Registration
Statement on Form S-3

      Filed
July 23, 2010

      File
No.: 333-168297

      Dear Mr.
Webb:

      China
Green Agriculture, Inc., a Nevada corporation (the “Company”), is in receipt of
the letter from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated September 30, 2010 (the “Comment Letter”) to
the Company, with respect to the Company’s Registration Statement on Form S-3
(File No. 333-168297) filed with the Commission on July 23, 2010 (the
“Registration Statement”).  We hereby file via EDGAR our response to
the Comment Letter, together with Amendment No. 1 to the Registration Statement
and Amendment No. 1 to our Annual Report on Form 10-K/A for the period ended
June 30, 2009.  The text of the Staff's comments is set forth in
italics below, followed by the responses of the Company.

      Form S-3 filed July 23,
2010

      Incorporation of Certain
Information by Reference, page 33

                1.

                Please
      file a revised form S-3 specifically incorporating by reference into the
      prospectus your latest Form 10-K and all other reports filed pursuant to
      Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
      year covered by that annual report.

      Response:

      The Registration Statement has been
revised in accordance with the Staff’s comment.

          1

            CHINA
GREEN AGRICULTURE, INC.

            3rd Floor,
Borough A, Block A. No.181, South Taibai Road, Xi’an,
Shaanxi Province, People’s Republic of China 710065

      Form 10-K filed
September 7, 2010

      General

                2.

                We
      note the Seeking Alpha article dated September 14, 2010 indicating that a
      substantial portion of the Yuxing "research and development center" will
      be developed for tourist or recreational purposes. Please revise
      throughout to clarify your intended use of this property. Please revise
      your Growth Strategy discussion on page nine to encompass any tourism or
      recreational development plans. Additionally please tell us whether you
      intend to use any offering proceeds for tourist or recreational
      development and revise your Liquidity and Capital Resources discussion on
      page 46 accordingly.

      Response:

      The Seeking Alpha article misstates our
plans to develop the Yuxing research and development center (the “Yuxing R&D
Center”) and should be disregarded.  Contrary to the article, we have
no intention to develop the property for tourist or recreational
purposes.  Rather, we intend for the Yuxing R&D Center to serve as
a facility dedicated to the growth and advancement of our core businesses of
producing fertilizer products and agricultural products.  In response
to this comment from the Staff, we have reviewed our disclosures in our Annual
Report on Form 10-K for the fiscal year ended June 30, 2010 (the “Form 10-K”)
regarding the Yuxing R&D Center and we believe that such disclosures are
adequate and not misleading.  In response to the Staff’s comments, the
following paragraphs provide further detail regarding our plans for the Yuxing
R&D Center.

      The real property on which the Yuxing
R&D Center is situated can be divided into three sections (Section I, II,
and III) for the purposes of describing our developments plans
thereon.  Development on Section I, which we refer to as Phase I in
our SEC reports, has been completed and consists of 100 sunlight greenhouses
located on the eastern section of the property. We have disclosed such status in
the Form 10-K.  Development on Section II, which we refer to as Phase
II in our SEC reports, has commenced and, when completed, will consist of twelve
“intelligent” greenhouses located on the western section of the property. After
completion of development on Sections I and II, there will remain
an  undeveloped parcel of land in the central section of the property,
which we refer to as Section III.  The Seeking Alpha article
incorrectly described our development proposal for Section III.  As a
matter of fact, our current plans contemplate construction of an appealing
corporate “campus” that includes a natural sanctuary on which to test, showcase
and market our fertilizer and agricultural products  and create an
eco-friendly atmosphere for the enjoyment, motivation and general well-being
of  our employees and customers, thus reinforcing our desired
corporate persona. The plans include a pond to be used for testing fertilizers
and other products for aquatic plants, flowers and vegetables.  Under
these plans, the research and development activities for these particular types
of products will be housed in small buildings around the rim of the
pond.  Other aspects of the plan include building a training center,
conference center, a modern agricultural demonstration area and a comprehensive
administration service area on this space.  Such facilities, we
anticipate, will provide a means to host new and existing customers, generate
new business opportunities and strengthen our brand as a sophisticated
agricultural company.

          2

              CHINA
GREEN AGRICULTURE, INC.

              3rd Floor,
Borough A, Block A. No.181, South Taibai Road, Xi’an,
Shaanxi Province, People’s Republic of China 710065

      In conclusion, we believe our
disclosures regarding the Yuxing R&D Center in the Form 10-K are adequate
and not misleading. Furthermore, we believe that no changes to our Growth
Strategy or Liquidity and Capital Resources discussions are
necessary.

      Definitive Proxy Statement
filed October 28, 2009

      Certain Relationships and
Related Transactions, page 10

                3.

                We
      note that you pay annual rent of $19,266 to Group Company. However Page
      F-21 of the Kingtone Wirelessinfo Solution Holding Ltd Amended Form F-1
      filed on May 11, 2010 indicates that it provides you office space at no
      charge. Please revise or advise. Additionally please amend your Form 10-K
      to file all leases related to your office space as
    exhibits.

      Response:

      The disclosure regarding the office
lease in the Form 10-K is correct. The disclosure contained in the Amended F-1
of Kingtone Wirelessinfo Solution Holding Ltd (“Kingtone”) could be improved to
state that Kingtone provides its office space to the Group Company, instead of
to China Green Agriculture, Inc., for no consideration. As such we do not
believe the Form 10-K needs to be amended.

      With respect to filing all leases
related to our office space as exhibits, we have only one lease which we believe
is immaterial in amount based on the annual rent of the lease (based on the
guidance provided by Item 601 (subsection a-10-ii) of Regulation S-K).
Therefore, we do not believe it is necessary to file the lease as an exhibit to
the Form 10-K.

                4.

                We
      note that page 48 of the Kingtone Wirelessinfo Solution Holding Ltd
      Amended Form F-I filed on May 11, 2010 discloses $1.1 million in related
      party transactions with China Green Agriculture, Inc. during its fiscal
      year ended September 30, 2009. However your Form 10-K filed on September
      17, 2009 does not disclose these transactions. Please revise your Form
      10-K for the Fiscal Year ended June 30, 2009 to provide the disclosure
      required by Item 404(a) of Regulation S-K for these transactions and file
      all related agreements as exhibits.

      Response:

      The disclosure contained in Kingtone’s
Amended F-1 accurately describes the related party transactions between Kingtone
and our company.  Accordingly, we have disclosed these transactions in
Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended June
30, 2009 and filed all related agreements as exhibits thereto.

          3

              CHINA
GREEN AGRICULTURE, INC.

              3rd Floor,
Borough A, Block A. No.181, South Taibai Road, Xi’an,
Shaanxi Province, People’s Republic of China 710065

***

      We acknowledge that we are responsible
for the adequacy and accuracy of the disclosure in the Registration
Statement.  We further acknowledge that Staff comments or changes to
disclosure in response to Staff comments in the Registration Statement do not
foreclose the Commission from taking any action with respect to the Registration
Statement, and that we may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

      Should you have any questions regarding
our response to the Staff’s comments or wish to discuss this matter further,
please do not hesitate to contact me at (86) 29-88266368.

                  Sincerely,

                  /s/
      Tao Li

                  Tao
      Li

                  Chief
      Executive Officer

          4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         September  30, 2010

Tao Li
Chief Executive Officer
China Green Agriculture, Inc.
3rd Floor, Borough A, Block A. No. 181,
South Taibai Road, Xi’an, Shaanxi Province
People’s Republic of China 710065

Re: China Green Agriculture, Inc.
 Registration Statement on Form S -3
Filed July 23 , 2010
File No. 333-168297

Dear Mr. Li:

We have limited our review of your registration statement to those  issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing
the request ed information. Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the informati on
you provide in response to these comments, we may have additional comments.

Form S -3 filed July 23, 2010

Incorporation of Certain Information by Reference , page 33

1. Please file a revised form S -3 specifically incorporat ing by reference into the
prospe ctus your latest Form 10 -K and all other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act  since the end of the fiscal year covered by  that annual
report.

Tao Li
China Green Agriculture, Inc.
September 30, 2010
Page 2

Form 10 -K filed September 7, 2010

General

2. We note the Seeking Alpha article dated September 14, 2010 indicating  that a
substantial portion of the Yuxing  “research and development center” will be
developed for tourist or recreational purposes.  Please revise throughout to clarify
your intended use of this property.   Please revise y our Growth Strategy  discussion on
page nine to encompass any tourism or recreational development plans.  Additionally
please tell us whether you intend to use any offering proceeds for tourist or
recreational development and revise your Liquidity and Capit al Resources discussion
on page 46 accordingly .

Definitive Proxy Statement filed October 28, 2009

Certain Relationships and Related Transactions , page 10

3. We note that you pay annual rent of $19,266 to Group Company.   However Page F -
21 of the Kingtone W irelessinfo Solution Holding Ltd Amended Form F -1 filed on
May 11, 2010 indicates that it provides you office space at no charge.  Please revise
or advise.  Additionally please amend your Form 10 -K to file all  lease s related to
your office space as exhibit s.

4. We note that page 48 of the Kingtone Wirelessinfo Solution Holding Ltd Amended
Form F -1 filed on May 11, 2010 discloses $1.1 million in related party transaction s
with China Green Agriculture, Inc.  during its fiscal year ended September 30, 2009.
Howe ver your Form 10 -K filed on September 17, 2009 does not disclose these
transactions.  Please revise your Form 10 -K for the Fiscal Year ended June 30, 2009
to provide the disclosure required by Item 404(a) of Regulation S -K for these
transactions and file a ll related agreements as exhibits .

  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Ac t rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you r equest acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effec tive, it does not foreclose the Commission from taking any action with
respect to the filing;

Tao Li
China Green Agriculture, Inc.
September 30, 2010
Page 3

the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its ful l responsibility
for the adequacy and accuracy of the disclosure in the filing; and

the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal  securities laws of the United States.

 Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those r equesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement. P lease allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

You may contact John Dana Brown at (202) 551 -3859 or the undersigned  at (202)
551-3750  with any questions.

        Sincerely,

Max. A. Webb
Assistant Director

cc: Elizabeth F. Chen, Esq.
 Fax: (212) 798-6366

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402
DIVISION OF
CORPORATION FINANCE

  Mail Stop 3561          August 4, 2010  China Green Agriculture, Inc. Ying Yang-Chief Financial Officer 3rd Floor, Borough A, Block A, No. 181, South Taibai Road, X’ian, Shaanxi Province, People’s Republic of China  710065
Re: China Green Agriculture, Inc.    Form 10-K for the fiscal year ended June 30, 2009
  File Number: 001-34260
Dear Ms. Yang:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

David R. Humphrey Branch Chief

CORRESP
1
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    Unassociated Document

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    August 3,
2010

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Mail
Stop: 3561

    Washington,
D.C. 20549

    Attention:  Juan
Migone

                Re:

                China
      Green Agriculture, Inc.

                  Form
      10-K for the fiscal year ended June 30, 2009

                  File
      No.: 001-34260

    Dear Mr.
Migone:

    China
Green Agriculture, Inc., a Nevada corporation (the “Company”), is in receipt of
the verbal comments (the “Comments”) of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”)  provided to
Elizabeth F. Chen, Esq., securities counsel to the Company, during a telephone
conference on July 21, 2010 regarding the Company’s response letter to the
Commission dated June 18, 2010 on the subject matter (the “June 18
Letter”).  We hereby submit this letter in response to the
Comments.  The Comments are paraphrased in italics below, followed by
the responses of the Company.

    Form 10-K for the Fiscal
Year Ended June 30, 2009

    Notes to Consolidated
Financial Statements

    Note 14 – Income Taxes, page
F-17

              1.

              Please clarify that the
      company, taken as a whole, is not completely tax free. As a result, please
      revise the last sentence in Footnote 14 to the Company’s Consolidated
      Financial Statements, which states that “Due to non-operation in U.S. and
      tax free status in China, the Company had no deferred tax for the fiscal
      year ended June 30, 2009 and 2008.” In that sentence, the reference to
      “tax free status in China” is
inaccurate.

    Response:

    We agree that the reference to “tax
free status in China”  in footnote 14 (“Footnote 14”) to our
Consolidated Financial Statements included in our Annual Report on Form 10-K for
the fiscal year ended June 30, 2009 (the “Form 10-K”) is inaccurate and we have
revised Footnote 14 accordingly. We also replaced the reconciliation table
included therein with a more comprehensive one to reflect the breakdowns at each
operating subsidiary’s level.  Please refer to the revised Footnote 14
set forth on Appendix A attached hereto.

        1

        CHINA
GREEN AGRICULTURE, INC.

        3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

              2.

              Please clarify that the
      company has nominal deferred tax, instead of stating the Company does not
      have or record any deferred
tax.

    Response:

    We had nominal deferred tax on a gross
basis for the fiscal years ended June 30, 2009 and 2008; however, we did not
have any deferred tax on a net basis in those periods. We have clarified this in
our revised Footnote 14 set forth on Appendix A attached hereto.

      ***

    We acknowledge that we are responsible
for the adequacy and accuracy of the disclosure in the Form 10-K.  We
further acknowledge that Staff comments or changes to disclosure in response to
Staff comments in the Form 10-K do not foreclose the Commission from taking any
action with respect to the Form 10-K, and that we may not assert Staff comments
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

            Sincerely,

              /s/
      Ken Ren

              Ken
      Ren

              Chief
      Financial Officer

        2

        Appendix
A to the response letter to the Commission dated August 3,
2010

      NOTE
14 - INCOME TAXES

      The
Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each period end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.

       The
provision for income taxes as of June 30, 2009 and 2008 consisted of the
following:

                2009

                2008

                Current
      income tax - Provision for China income and local tax

                $

                2,331,548

                $

                692,474

                Deferred
      taxes

                -

                -

                Total
      provision for income taxes

                $

                2,331,548

                $

                692,474

      Beginning
January 1, 2008, in the People's Republic of China (PRC) the new Enterprise
Income Tax (“EIT”) law replaced the then existing laws for Domestic Enterprises
(“DES”) and Foreign Invested Enterprises (“FIEs”). The new standard EIT rate of
25% replaced the 33% rate then applicable to both DES and FIEs. The two year tax
exemption and three year 50% tax reduction tax holiday for production-oriented
FIEs was eliminated. Since January 1, 2008, TechTeam Jinong became subject to
income tax in China at a rate of 15%, as a result of the expiration of its tax
exemption on December 31, 2007, it made provision for income taxes as of June
30, 2009 and 2008 of $2,331,548 and $692,474, respectively, which is mainly due
to the operating income from TechTeam Jinong. Xi’an Jintai was exempt from
paying income tax for calendar 2008 as it produces the products which fall into
the tax exemption list issued by the government.

          1

      Appendix A to the response letter to the Commission dated August
3, 2010

      The
following table reconciles the U.S. statutory rates to the Company’s effective
tax rate as of June 30, 2009 and 2008:

                    FY 2008

                    China

                    15%

                    United States

                    34%

                    Total

                    Pretax income
      (loss)

                  10,717,921

                  (2,246,920

                  )

                  8,471,001

                    Expected incom tax expense
      (benefit)

                  1,607,688

                  15.00

                  %

                  (763,953

                  )

                  34.00

                  %

                    Nontaxable income on
      Jintai

                  (296,230

                  )

                  -2.76

                  %

                    Nontaxable income on
      Jinong

                  (618,984

                  )

                  -5.78

                  %

                  Change in valuation allowance on
      deferred tax asset

                       from US tax
      benefit

                  763,953

                  -34.00

                  %

                    Actual tax
      expense

                  692,474

                  6.46

                  %

                  0

                  0.00

                  %

                  8.17

                  %

                    FY 2009

                    China

                    15%

                    United States

                    34%

                    Total

                    Pretax income
      (loss)

                  18,188,877

                  (1,392,907

                  )

                  16,795,970

                    Expected incom tax expense
      (benefit)

                  2,728,332

                  15.00

                  %

                  (473,588

                  )

                  34.00

                  %

                    Nontaxable income on
      Jintai

                  (366,936

                  )

                  -2.02

                  %

                    Nontaxable income on
      Jinong

                  (29,848

                  )

                  -0.16

                  %

                  Change in valuation allowance on
      deferred tax asset

                       from US tax
      benefit

                  473,588

                  -34.00

                  %

                    Actual tax
      expense

                  2,331,548

                  12.82

                  %

                  0

                  0.00

                  %

                  13.88

                  %

      Although
the Company did not have any operating income in the U.S. for the fiscal years
of 2009 and 2008, it incurred various expenses in the U.S. including but not
limited to stock exchange application and listing fees, registration fees of the
Commission, legal and investor relations fees, professional fees payable to
qualified tax consultants and auditors and compensation expenses to the
Company’s officers and independent directors. Accordingly, the Company’s U.S.
operations have deferred taxes in the form of net operating losses (“NOLs”).
However due to the uncertainty that some or all of the deferred tax assets will
not be realized in the coming years, the Company recorded a full valuation
allowance against its nominal deferred tax assets and thus had no deferred tax
on a net basis for the fiscal year ended June 30, 2009 and 2008,
respectively.

          2

CORRESP
1
filename1.htm

    Unassociated Document

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    June 18,
2010

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Mail
Stop: 3561

    Washington,
D.C. 20549

    Attention:  David
R. Humphrey, Branch Chief

              Re:

              China
      Green Agriculture, Inc.

    Form 10-K for the fiscal year ended
June 30, 2009

    File No.: 001-34260

    Dear Mr.
Humphrey:

    China
Green Agriculture, Inc., a Nevada corporation (the “Company”), is in receipt of
the letter from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated May 10, 2010 (the “Comment Letter”) to the
Company, with respect to the Company’s Annual Report on Form 10-K for the year
ended June 30, 2009 (the “Form 10-K”).  We hereby file via EDGAR our
response to the Comment Letter.  The text of the Staff's comments is
set forth in italics below, followed by the responses of the
Company.  Capitalized terms contained in the Company’s responses not
otherwise defined herein shall have the meaning ascribed to them in the Form
10-K.

    Form 10-K for the Fiscal
Year Ended June 30, 2009

    Notes to Consolidated
Financial Statements

    Note 14 – Income Taxes, page
F-17

              1.

              You indicated that, due to
      your non-operating status in the U.S. and tax free status in China, you
      had no deferred taxes for the fiscal year ended June 30, 2009 and 2008.
      However, we note that Techteam Jinong is taxed at a 15% rate. In addition,
      your disclosure in the first paragraph of Note 14 indicates that deferred
      income taxes are recognized for the tax consequences in future years of
      differences between the tax bases of your assets and liabilities and the
      related financial reporting amounts at the end of each period. As such,
      please clarify your position that you had no deferred taxes due to your
      non-operating status in the U.S. and tax free status in China. Also,
      please tell us, in detail, how your current disclosures comply with the
      disclosure requirements set forth in paragraphs 43-49 of SFAS
      109.

        1

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    Response:

    The Company accounts for income taxes
using an asset and liability approach which allows for the recognition and
measurement of deferred tax assets based upon the likelihood of realization of
tax benefits in future years. The Company has nominal deferred tax assets or
liabilities relative to its Chinese operations, and, therefore, such deferred
tax assets or liabilities are not reported.  TechTeam Jinong became
subject to income tax in China at a rate of 15% beginning January 1, 2008 as a
result of the expiration of its tax exemption on December 31, 2007, and
accordingly, it made provision for income taxes as of June 30, 2009 and 2008 of
$2,331,548 and $692,474, respectively, which is mainly due to the operating
income from TechTeam Jinong.

    Although the Company did not have any
operating income in the U.S. for the fiscal years in question, it incurred
various expenses in the U.S. including but not limited to stock exchange
application and listing fees, registration fees of the Commission, legal and
investor relations fees, professional fees payable to qualified tax consultants
and auditors and compensation expenses to the Company’s officers and independent
directors.  The Company believes that it is unlikely that it will be
able to realize the deferred tax benefits in future years. Accordingly, the
Company’s U.S. operations have deferred taxes in the form of net operating
losses (“NOLs”), but due to uncertainty about their realization, the Company has
recorded a full valuation allowance against these assets. Therefore, the Company
recorded deferred taxes, but on a net basis after the allowance the Company did
not report any deferred taxes.

               The
following is an analysis of paragraphs 43-49 of SFAS 109 as applicable to the
Company’s specific facts:

    In SFAS
109:

    43. The Company
incurred net operating losses in U.S. for fiscal year 2009 and 2008. The losses
were attributable to the fact that the Company has no profit-generating
operation in the U.S.  Instead, it paid various expenses in U.S. such
as fees for exchange listing and legal services, compensation to officers and
board directors, etc. The Company has no plan to develop any revenue operation
in the foreseeable future. As such, the Company does not expect to benefit from
any deferred tax asset as tax credit carryforward. The Company will disclose
these deferred tax assets separately in the upcoming annual report for the
fiscal year ended June 30, 2010.

    44.  The
Company does not have any unrecognized deferred tax liability
because of the exceptions stated in paragraph 44. Thus, paragraph 44 is
not applicable to the Company.

    45. The
Company has properly disclosed income tax expense attributable to continuing
operations in its historical financial statements included in its annual reports
on Form 10-K. The Company disclosed tax expense of $2.3 million and $0.7 million
for fiscal years 2009 and 2008, respectively.

        2

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

      46.  As
the Company has no revenue-generating operations in the U.S., paragraph 46 is
not applicable to the Company. The Company recorded deferred taxes in the form
of NOLs due to uncertainty about their realization.

    47.  The
Company’s revenue solely comes from continuing operations of its China-based
subsidiaries: TechTeam Jinong Humic Acid Prodcut Co. and TechTeam Jintai
Agriculture Technology Development Co. Techteam Jinong, the Company’s fertilizer
business which account for 82.1% of the Company’s revenue for the fiscal year
ended June 30, 2009, is subject to 15% income tax rate in China. Jintai, the
Company’s agriculture products business which accounted for 17.9% of the
Company’s revenue for the fiscal year ended June 30, 2009, is currently exempt
from income tax in China. In its financial statements for the year ended June
30, 2009, the Company reported consolidated pre tax income of $16.8 million with
$2.3 million income tax provision. Thus, the effective tax rate after
reconciliation with the U.S. statutory rate was 12.82%. The Company also had
various expenses incurred in the U.S., however, the U.S. operations are
non-income generating and the Company has no plans for
any  income-generating operations in the U.S. for the foreseeable
future. Therefore, on a net basis after the allowance the Company did not report
any deferred taxes.

    The table below provides detail on how
the Company reconciled its U.S. statutory tax rate with its effective tax
rate:

                                                  FY
      2008

                                                  China

                                                  United
      States

                                                  15%

                                                  34%

                                                  Total

                                                  Pretax
      income (loss)

                                                10,717,921

                                                (2,246,920
                                                )

                                                8,471,001

                                                  Expected
      incom tax expense (benefit)

                                                1,607,688

                                                15.00
                                                %

                                                (763,953
                                                )

                                                34.00
                                                %

                                                  Nontaxable
      income on Jintai

                                                (296,230
                                                )

                                                -2.76
                                                %

                                                  Nontaxable
      income on Jinong

                                                (618,984
                                                )

                                                -5.78
                                                %

                                                    Change
      in valuation allowance on deferred tax asset from US tax
      benefit

                                                763,953

                                                -34.00
                                                %

                                                  Actual
      tax expense

                                                692,474

                                                6.46
                                                %

                                                0

                                                0.00
                                                %

                                            FY
      2009

                                            China

                                            United
      States

                                            15%

                                            34%

                                            Total

                                            Pretax
      income (loss)

                                          18,188,877

                                          (1,392,907
                                          )

                                          16,795,970

                                            Expected
      incom tax expense (benefit)

                                          2,728,332

                                          15.00
                                          %

                                          (473,588
                                          )

                                          34.00
                                          %

                                            Nontaxable
      income on Jintai

                                          (366,936
                                          )

                                          -2.02
                                          %

                                            Nontaxable
      income on Jinong

                                          (29,848
                                          )

                                          -0.16
                                          %

                                              Change
      in valuation allowance on deferred tax asset from US tax
      benefit

                                          473,588

                                          -34.00
                                          %

                                            Actual
      tax expense

                                          2,331,548

                                          12.82
                                          %

                                          0

                                          0.00
                                          %

    48.  In
its Financial Statements for the years ended June 30, 2009 and 2008, the Company
reported NOLs with regard to its U.S. operations due to expenses incurred. As
the Company has no plans to develop revenue-generating operations in the U.S.,
the Company expects no recovery from such loss in the U.S. for the foreseeable
future.  In the last two fiscal years, the Company had net loss from
its U.S. operations as below:

        3

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    U.S. operations ($)

                      Year

                      Pretax Loss

                      Net Operating Loss

                      Actual Tax Expense

                      FY2008

                    (2,246,920
                    )

                    (1,263,290
                    )

                      NONE

                      FY2009

                    (1,392,907
                    )

                    (953,751
                    )

                      NONE

    With no
business plan for revenue development in the U.S., the Company is unable to
carry forward or utilize these tax credits to offset future tax liability. The
Company does not expect it will be able to realize the tax benefits and thus
does not expect to recover the loss incurred in fiscal year 2008 by fiscal year
2015, or the loss incurred in fiscal year 2009 by fiscal year 2016.

    49. In fiscal
years 2008 and 2009, the Company filed its U.S. corporation income tax returns.
The Company reported each of its companies’ income and tax in the consolidated
filing as below:

                      FY2008

                      Pretax

                      Income/(Loss)

                      Taxable

                      Income/(NOL)

                      Tax

                      Expense

                      U.S.
      operations

                    (2,246,920
                    )

                    (1,263,290
                    )

                      NONE

                      Jinong

                    8,743,052

                    4,616,493

                    692,474

                      Jintai

                    1,974,869

                    1,974,869

                      NONE

                      Consolidated

                    8,471,001

                    5,328,072

                    692,474

                      FY2009

                      Pretax

                      Income/(Loss)

                      Taxable

                      Income/(NOL)

                      Tax

                      Expense

                      U.S.
      operations

                    (1,392,907
                    )

                    (953,751
                    )

                      NONE

                      Jinong

                    15,742,639

                    15,543,660

                    2,331,549

                      Jintai

                    2,446,238

                    2,446,238

                      NONE

                      Consolidated

                    16,795,970

                    17,036,147

                    2,331,549

    In conclusion, the Company recorded
deferred taxes in the form of “NOLs” due to uncertainty about their realization.
Furthermore, as analyzed above, the Company believes it is in compliance with
the disclosure requirements set forth in paragraphs 44-49 of SFAS 109 and will
disclose its deferred tax assets separately in the incoming annual report for
the fiscal year ended June 30, 2010 to be in compliance with paragraph 43 of
SFAS 109.

              2.

              We note that you reconciled
      the U.S. statutory rate to your effective tax rate. In this regard, it is
      not clear why you used the U.S. statutory rate when all of your operations
      are conducted in the People’s Republic of China. Please
      advise.

        4

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    Response:

    As explained in the Company’s response
to the prior co

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402
DIVISION OF
CORPORATION FINANCE

  Mail Stop 3561          May 10, 2010  China Green Agriculture, Inc. Ying Yang-Chief Financial Officer 3rd Floor, Borough A, Block A, No. 181, South Taibai Road, X’ian, Shaanxi Province, People’s Republic of China  710065
Re: China Green Agriculture, Inc.    Form 10-K for the fiscal year ended June 30, 2009
  File Number: 001-34260
Dear Ms. Yang:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your filings in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

China Green Agriculture, Inc.
Ying Yang-Chief Financial Officer
May 10, 2010 Page 2  Form 10-K for the Fiscal Year Ended June 30, 2009

 Notes to Consolidated Financial Statements

 Note 14- Income Taxes, page F-17

 1. You indicate that, due to your non-operating stat us in the U.S. and tax free status in
China, you had no deferred taxes for the fiscal years ended June 30, 2009 and 2008.  However, we note that Techteam Jinong is taxed at a 15% rate.  In addition, your
disclosure in the first para graph of Note 14 indicates th at deferred income taxes are
recognized for the tax consequences in futu re years of differences between the tax
bases of your assets and liab ilities and the related financ ial reporting amounts at the
end of each period.  As such, please clarify your position that you had no deferred taxes due to your non-operating st atus in the U.S. and tax free status in China.  Also,
please tell us, in detail, how your current disclosures comply with the disclosure
requirements set forth in para graphs 43-49 of SFAS 109.
 2. We note that you reconciled the U.S. statutory rate to your e ffective tax rate.  In this
regard, it is not clear why you used the U.S. statutory rate when all of your operations
are conducted in the People’s Republic of China.  Please advise.
3. You indicate that you have a net operating lo ss in other tax jurisdictions.  However,
you disclose that all of your  operations are conducted in  the People’s Republic of
China.  As such, please tell us the other ta x jurisdictions in which you operate as well
as the nature of the losses incurred in such jurisdictions.
 Note 16 – Stockholders Equity, page F-18

 4. We note your disclosure with respect to the 2009 Make Good Shares, and the transfer
of those 3,156,808 shares to Mr. Tao Li in the event the 2009 Target s were met.  We
also note that, according to your Form  8-K, dated December 26, 2007, filed in
connection with the Securities Purchase Agreement and the Private Placement, Mr.
Tao Li was given the opportunity to ac quire up to 6,535,676 additional shares (the
“Earn In Shares”), if certain conditions were met.  The first of these conditions was the entry by Mr. Tao Li into a binding empl oyment agreement for a term of not less
than five years.  Additional conditions included the achievement of defined profit
levels for the fiscal year ending June 30, 2008.  Based on the table of ownership included in your most recent Proxy Statement, it appears that Mr. Tao Li has received
all of the 2009 Make Good Shares as well as a ll of the Earn In Shares.  In this regard,
we note your disclosure in the aforementioned Form 8-K, dated December 26, 2007, that one of the purposes of the arrangements with respect to the Earn In Shares was to
incentivize Mr. Tao Li in connection with TechTeam’s business.  Accordingly, since
Mr. Tao Li did in fact enter into a bindi ng five-year employment agreement in early
2008, it appears his receipt of shares in connection with his employment could be

China Green Agriculture, Inc.
Ying Yang-Chief Financial Officer
May 10, 2010 Page 3
viewed as compensatory.  This would in clude shares received upon the achievement
of defined profit levels for the fiscal y ears ending June 30, 2008 and 2009.  Please tell
us why your results of operations for th e fiscal years ending June 30, 2008 and 2009
do not reflect any compensation expense re lating to these arrangements.  In your
response, include a discussion of the accounti ng literature you relied upon in reaching
your conclusions.
 5. Please provide us with a copy of the employ ment agreement with respect to Mr. Tao
Li, and tell us why this employment agreement was not filed as an exhibit to your Form 10-K.
 6. We note the disclosure that you incu rred Effectiveness Damages of $704,494
resulting from the late effectiveness of  your Registration Statement on Form S-1.
Please tell us how these damages are reflect ed on your consolidated statements of
income.  In this regard, on page 35, you re fer to a “one-time” charge of $506,142 that
appears to relate to the same matter.  Al so, if amounts related to liquidated damages
are included in interest expense, consider revising your consolid ated statements of
income in future filings to  reflect such amounts as a se parate line item since these
amounts do not represent interest in curred with respect to borrowings.

Signatures, page S-1

7. In future filings, please include the signatu res of your principal executive, principal
financial and principal accounting officers in  the second signature block with those of
the majority of your board of directors.  Refer to General Instruction D to the Form
10-K.

* * * * *
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

China Green Agriculture, Inc.
Ying Yang-Chief Financial Officer May 10, 2010 Page 4  ‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Juan Migone  at (202) 551-3312 or me at (202) 551-3211 if you
have questions regarding comments on the fina ncial statements and related matters.

Sincerely,

 David R. Humphrey Branch Chief

Mail Stop 3561
July 24, 2008
  Mr. Tao Li Chief Executive Officer China Green Agriculture, Inc. 3
rd Floor, Borough A, Block A No. 181, South Taibai Road
Shaanxi Province, People’s Republic of China 710065
Re: China Green Agriculture, Inc.
 Amendment No. 4 to Registrati on Statement on Form S-1
 File No. 333-149135
Filed on July 18, 2008

Dear Mr. Li,

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 There is currently a limited trading market…, page 22

1. We note that there is an established market  for your shares.  Please delete the final
sentence of the second paragraph of this section.
 Market for Common Equity and Related Stockholder Matters, page 32

2. Refer to the final sentence of the first pa ragraph of this sect ion. We note that you
were listed on the OTC:BB on August 28, 2007.  Please revise this section to
remove the statement that you “had no established public trading market for
[your] common stock until February 2008.”

China Green Agriculture, Inc.
July 24, 2008
Page 2

As appropriate, please amend the regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
 Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• Should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• The action of the Commission or the staff, acting pursuant to delegated
authority in declaring the filing effec tive, does not relieve  the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
• The company may not assert this ac tion as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

China Green Agriculture, Inc.
July 24, 2008  Page 3
You may contact Beverly Si ngleton at (202) 551-3328 or Margery Reich at (202)
551-3347, if you have questions regarding co mments on the financial statements and
related matters.  Please cont act Daniel Morris at (202) 551-3314 or me at (202) 551-3755
with any other questions.
Sincerely,

Max A. Webb Assistant Director

CORRESP
1
filename1.htm

      Unassociated Document

    CHINA
      GREEN AGRICULTURE, INC.

     3rd
      Floor,
      Borough A, Block A. No.181, South Taibai Road, Xi’an,

    Shaanxi
      Province, People’s Republic of China 710065

    Tel:
      +86-29-88266368

    August
      6,
      2008

    BY
      EDGAR

    Mr.
      Max
      A. Webb

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    100
      F
      Street, NE

    Mail
      Stop: 3561

    Washington,
      D.C. 20549

              Re:

              China
                Green Agriculture, Inc.

              Registration
                Statement on Form S-1

              File
                No. 333-149135

    Dear
      Mr.
      Webb:

    On
      behalf
      of China Green Agriculture, Inc. (the “Company”), I hereby request that the
      above-captioned registration statement be ordered effective at 4 p.m. on
      Wednesday, August 6, 2008, or as soon as practicable thereafter.

    In
      accordance with your request, the Company represents as follows:

    • The
      Company acknowledges that, should the Commission or the staff, acting pursuant
      to delegated authority, declare the filing effective, it does not foreclose
      the
      Commission from taking any action with respect to the filing;

    • The
      Company acknowledges that the action of the Commission or the staff, acting
      pursuant to delegated authority, in declaring the filing effective, does not
      relieve the Company from its full responsibility for the adequacy and accuracy
      of the disclosure in the filing; and

    • The
      Company acknowledges that it may not assert staff comments and the declaration
      of effectiveness as a defense in any proceeding initiated by the Commission
      or
      any other person under the federal securities laws of the United
      States.

            Very
              truly
              yours,

            China Green Agriculture,
              Inc.

            By:
            /s/
              Tao
              Li

              Tao Li

              President and Chief Executive
                Officer

CORRESP
1
filename1.htm

      Unassociated Document

      CHINA
        GREEN AGRICULTURE, INC.

       3rd
        Floor,
        Borough A, Block A. No.181, South Taibai Road, Xi’an,

      Shaanxi
        Province, People’s Republic of China 710065

      Tel:
        +86-29-88266368

              August
        4,
        2008

      BY
        EDGAR

      Mr.
        Max
        A. Webb

      Division
        of Corporation Finance

      Securities
        and Exchange Commission

      100
        F
        Street, NE

      Mail
        Stop: 3561

      Washington,
        D.C. 20549

                Re:

                China
                  Green Agriculture, Inc.

                Registration
                  Statement on Form S-1

                File
                  No. 333-149135

                Filed
                  on February 8, 2008

                And
                  Amendment No. 5 Filed on July 25,
                  2008

      Dear
        Mr.
        Webb:

      On
        behalf
        of China Green Agriculture, Inc. (the “Company”), I hereby request that the
        above-captioned registration statement be ordered effective at 9:30 a.m.
        on
        Wednesday, August 6, 2008, or as soon as practicable thereafter.

      In
        accordance with your request, the Company represents as follows:

      •     The
        Company acknowledges that, should the Commission or the staff, acting pursuant
        to delegated authority, declare the filing effective, it does not foreclose
        the
        Commission from taking any action with respect to the filing;

      •     The
        Company acknowledges that the action of the Commission or the staff, acting
        pursuant to delegated authority, in declaring the filing effective, does
        not
        relieve the Company from its full responsibility for the adequacy and accuracy
        of the disclosure in the filing; and

      •     The
        Company acknowledges that it may not assert staff comments and the declaration
        of effectiveness as a defense in any proceeding initiated by the Commission
        or
        any other person under the federal securities laws of the United
        States.

              Very
                truly yours,

              China
                Green
                Agriculture, Inc.

              By:
              /s/
                Tao
                Li

                Tao
                Li

                President
                  and Chief Executive Officer