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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 23, 2021



(Exact name of Registrant as specified in charter)


Nevada   001-34260   36-3526027
(State or other jurisdiction   (Commission File No.)   (IRS Employer
of Incorporation)       Identification No.)


3rd floor, Borough A, Block A. No. 181, South Taibai Road,

Xi’an, Shaanxi province, PRC 710065

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (+86) 29-88231591


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)


Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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


Title of each class   Trading Symbol(s)   Name of each exchange on which
Common Stock   CGA   NYSE







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.




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.





ITEM 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Exhibit Description
10.1   Share Purchase Agreement, dated as of November 23, 2021, between the Company and the Purchasers
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  By: /s/ Zhuoyu Li
  Name:  Zhuoyu Li
  Title: Chairman of the Board of Directors,
Chief Executive Officer, and President
  Date: November 24, 2021 






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