CGA China Green Agriculture Inc

ITEM 1.01 Entry into a Material Definitive Agreement.

On November 23, 2021 , China Green Agriculture, Inc. (the “Company”) entered into a Share Purchase Agreement (the “SPA”) with certain non-US investors (the “Purchasers”), giving them the right to purchase up to 13,142,857 shares of the Company’s common stock (“Issuable Shares”), par value $0.001 per share, at the price of $15 per share in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption provided by Rule 903 of Regulation S and/or Section 4(a)(2) of the Securities Act. The aggregate purchase price for the Issuable Shares is up to $197,142,855.

The SPA contains customary representation and warranties of the Company and the Purchasers, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.

The SPA has been previously disclosed as supplemental disclosures to the Company’s Proxy Statement dated July 14, 2021. The transactions contemplated within the SPA have received approval from a majority of the Company’s shareholders entitled to vote at the Company’s annual shareholder meeting (the “Meeting”) dated August 30, 2021. At the same Meeting, two new candidates including Mr. Xiaolai Li, who is one of the Purchasers in the SPA, were also elected to serve as directors on the Company’s board.

The SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K and such document is incorporated herein by reference. Portions of the SPA have been omitted as private information. The foregoing is only a brief description of the material terms of the SPA, and it does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

FORWARD-LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.