Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No.1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2023

☐ 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)		(I.R.S. Employer Identification No.)

Third 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: +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 ☒

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 ☒

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 ☒ 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 ☒ 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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: $35,543,100 as of December 31, 2022, based on the closing price $4.04 of the Company’s common stock on such date.

The number of outstanding shares of the registrant’s common stock on December 15, 2023, was 13,380,914.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K/A is filed as an amendment to the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the Securities and Exchange Commission (the “SEC”) by China Green Agriculture, Inc. (the "Company") on November 3, 2023 (the “Form 10K”). The purpose for the Amendment No. 1 is to include the reissued audit opinion on 2022 Financial Statements by the Company’s predecessor accounting firm, SS Accounting & Auditing, Inc. (the “SS Accounting”) which had not been included with the Form 10K filed on November 3, 2023. SS Accounting has reissued its previously issued audit report on December 15, 2023 with an unqualified opinion on the Company’s balance sheet statement as of June 30, 2022 and the related statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the fiscal year ended June 30, 2022, and the related notes and schedules (collectively referred to as the “2022 financial statements”). In predecessor accounting firm’s opinion, the 2022 financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and its cash flows for the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America, and the previous report on those statements is still appropriate.

In this Amendment No. 1, the following changes were included:

●	We included SS Accounting’s reissued audit report dated November 10, 2022.

This Form 10-K/A does not reflect events that may have occurred subsequent to the original filing date of November 3, 2023 and does not modify or update in any other way disclosures made in the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and 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 Form 10-K/A contains the complete text of Item 15, the financial statements, and the currently dated certifications of our Chief Executive Officers and Chief Financial Officer. Capitalized terms not otherwise defined have the meanings ascribed to them in the Form 10-K. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events, results, or developments that have occurred or facts that have become known to us after the date of the Original Form 10-K (other than as discussed above), and such forward-looking statements should be read in their historical context.

TABLE OF CONTENTS

		Page
PART IV

Item 15.	Exhibits and Financial Statement Schedules	1
Signatures		2

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	The following documents are filed as part of this report:

(1)	Financial Statements

The following financial statements of China Green Agriculture, Inc. and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Report:

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets as of June 30, 2023 and 2022	F-5

Consolidated Statements of Operations and Other Comprehensive (Loss) for the Years ended June 30, 2023 and 2022	F-6

Consolidated Statements of Shareholders’ Equity for the Years ended June 30, 2023 and 2022	F-7

Consolidated Statements of Cash Flows for the Years ended June 30, 2023 and 2022	F-8

Notes to Consolidated Financial Statements	F-9

(2)	Financial Schedules

None.

Financial statement schedules have been omitted because they are either not applicable or the required information is included in the financial statements or notes hereto.

(3)

Exhibits

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

(b)

Exhibits

See the Exhibit Index following the signature page of this report, which Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	China Green Agriculture, Inc.

Date: December 15, 2023	By:	/s/ Zhuoyu Li
		Zhuoyu Li, CEO

Date: December 15, 2023	By:	/s/ Zhibiao Pan
		Zhibiao Pan, Co-CEO

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

December 15, 2023	/s/ Zhuoyu Li
	Zhuoyu Li, Chairman of the Board of Directors and CEO (principal executive officer)

December 15, 2023	/s/ Yongcheng Yang
	Yongcheng Yang, Chief Financial Officer
	(principal financial officer and principal accounting officer)

December 15, 2023	/s/ Shiyu Zhang
	Shiyu Zhang, Director

December 15, 2023	/s/ Jian Huang
	Jian Huang, Director

December 15, 2023	/s/ Xiaolai Li
	Xiaolai Li, Director

December 15, 2023	/s/ Lianfu Liu
	Lianfu Liu, Director

December 15, 2023	/s/ Daqing Zhu
	Daqing Zhu, Director

December 15, 2023	/s/ Jinjun Lu
	Jinjun Lu, Director

China Green Agriculture, Inc.

Exhibit Index to Annual Report on Form 10-K

For the Year Ended June 30, 2023

3.1		Articles of Incorporation (incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB, for the quarter ended September 30, 2007, filed with the SEC on November 9, 2007, Exhibit 3.1).

3.2		Certificate of Change filed with the Secretary of State of the State of Nevada on December 18, 2007 (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2008, Exhibit 4.2).

3.3		Certificate of Correction (incorporated herein by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2008, Exhibit 4.1).

3.4		Articles of Merger (incorporated herein by reference to the Company’s Current Report on Form 8-K, filed February 5, 2008, Exhibit 3.1).

3.5		Bylaws (incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB, for the quarter ended September 30, 2007, filed with the SEC on November 9, 2007, Exhibit 3.2).

3.6		Amended and Restated Bylaws (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 17, 2011, Exhibit 3.1).

3.7		Amended and Restated Bylaws (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 25, 2022, Exhibit 3.1).

4.1		Specimen Common Stock Certificate (incorporated herein by reference to the Company’s Registration Statement on Form S-3 filed with the SEC on June 8, 2009, Exhibit 4.1).

4.2		Form Convertible Note issued by Shaanxi Techteam Jinong Humic Acid Product Co., Ltd. (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

10.3		Share Transfer Agreement, dated July 1, 2010, by and between Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., Qing Xin Jiang and Qiong Jia (Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on July 7, 2010).

10.4		Supplementary Agreement, dated July 1, 2010, by and between Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., Qing Xin Jiang and Qiong Jia (Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on July 7, 2010).

10.6		Form of Non-Competition Agreement by and between Beijing Gufeng Chemical Products Co., Ltd. and its two major former shareholders. (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 12, 2011).

10.7		Form of Restricted Stock Grant Agreement (Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 11, 2010).

10.8		Form of Non-Qualified Stock Option Grant Agreement (Incorporated herein by reference to the Current Report on Form 8- K filed with the SEC on January 11, 2010).

10.10		Offer Letter dated March 28, 2011 between China Green Agriculture, Inc. and Lianfu Liu. (Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on May 10, 2011).

10.11		Offer Letter dated October 25, 2011 between China Green Agriculture, Inc. and Yiru Shi (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 13, 2012).

10.13		Entrusted Management Agreement dated June 16, 2013 among Xi’an Hu County Yuxing Agriculture Science & Technology Co., Ltd., Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., and Ms. Chen Lixiang (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

10.14		Exclusive Product Supply Agreement dated June 16, 2013 between Xi’an Hu County Yuxing Agriculture Science & Technology Co., Ltd. and Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

10.15		Shareholder’s Voting Proxy Agreement dated June 16, 2013 between Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., and Ms. Chen Lixiang (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

10.16		Option Agreement dated June 16, 2013 among Xi’an Hu County Yuxing Agriculture Science & Technology Co., Ltd., Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., and Ms. Chen Lixiang (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

10.17		Equity Pledge Agreement dated June 16, 2013 between Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., and Ms. Chen Lixiang (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on September 17, 2015).

10.18		Form Entrust Management Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

10.19		Form Exclusive Option Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

10.20		Form Exclusive Product Supply Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

10.21		Form Non-Competition Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

10.22		Form Pledge of Equity Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

10.23		Form Shareholder’s Voting Proxy Agreement (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

10.24		Form Strategic Acquisition Contract (Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on October 7, 2016).

10.25		Employment Agreement between the Company and Mr. Zhibiao Pan (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2022, Exhibit 10.1).

14.1		Amended and Restated Code of Ethics. (Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 12, 2010)

21.1		List of Subsidiaries of the Company.

31.1*		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3*		Certification of Principal Financial Officer and Principal Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3+		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

+	In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of China Green Agriculture, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of China Green Agriculture Inc., and subsidiaries (the Company) as of June 30, 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended June 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern. As described in Note 3 to the financial statements, The Company has incurred operating losses and has negative operating cash flows in the fiscal year 2023. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters:

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-1

Intangible Assets Impairment Assessment

Critical Audit Matter Description

The Company has intangible assets with amount of $13,563,635 as of June 30, 2023. These intangible assets include Land Use Rights and Trademarks. The Company performed the impairment assessment of these Intangible assets subject to amortization on its elected assessment date of June 30, 2023, by assessing the recoverability and whether the asset’s carrying amount exceeds its fair value. The determination of the fair value requires management to make significant estimates and assumptions that affect the reporting unit’s expected future cash flows. These estimates and assumptions primarily include, but are not limited to, market multiples, the discount rate, operating income before depreciation and amortization, cashflows and capital expenditures forecasts for next five years.

We identified the impairment testing of these intangible assets subject to amortization as a critical audit matter because of significant estimates and assumptions made by the management for the assessment.

How the Critical Audit Matter was Addressed in the Audit

●

We tested if the management meet the timing requirement of the impairment test

●

We collected both external and internal source of information to evaluate if there is any significant negative change

●

We tested management’s process for developing the fair value of the intangible assets subject to amortization.

●

We evaluated management’s ability to accurately forecast future revenues by comparing actual results to management’s forecast.

●

We evaluated the reasonableness of the qualitative adjustments for factors such as Company-specific risks, changes in current economic conditions that may not be captured in the quantitatively derived results, and other relevant factors.

●

We tested the mathematical accuracy of the model used by management.

●

We evaluated the reasonableness and consistency of the selected valuation methodology and assumptions utilized by the Company.

●

We tested the completeness and accuracy of underlying data used in the fair value estimate.

●

We evaluated the significant assumptions provided by management including discount rate by considering (i) current and past performance of the entity; (ii) their consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

/s/ GAO CPA FIRM

We have served as the Company’s auditor since 2023

Frisco, Texas

November 2, 2023

PCAOB Firm ID: 6437

F-2

SS Accounting & Auditing, Inc.

8705 Havenwood Trail

Plano, TX 75024

Phone: + (817) 437-9479

E-Mail: saimasayani@sscpafirm.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PRIOR AUDITOR’S RE-ISSUED OPINION

To the Board of Directors and Stockholders of China Green Agriculture, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of China Green Agriculture, Inc. (the Company) as of June 30, 2022 and the related statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year ended June 30, 2022, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and its cash flows for the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of a Matter

The Company’s financial statements have been presented with its former 4 VIEs Lishijie, Fengnong, Jinyangguang and Wangtian as a discontinued operation.

Going Concern

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern. The Company has incurred operating losses and has negative operating cash flows in the fiscal year 2022. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

F-3

Critical Audit Matters

The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Land Use Rights and Trademarks Subject to Amortization - Impairment Assessment

Critical Audit Matter Description

The Company has intangible assets subject to amortization including Land Use Rights and Trademarks. As of June 30, 2022, the carrying value of Land Use Rights and Trademarks is $14,935,488. The Company performed the impairment assessment of these Intangible assets subject to amortization on its elected assessment date of June 30, 2022, by assessing the recoverability and whether the asset’s carrying amount exceeds its fair value. The determination of the fair value requires management to make significant estimates and assumptions that affect the reporting unit’s expected future cash flows. These estimates and assumptions primarily include, but are not limited to, market multiples, the discount rate, operating income before depreciation and amortization, cashflows and capital expenditures forecasts.

How the Critical Audit Matter was Addressed in the Audit

●

We tested management’s process for developing the fair value of the intangible assets subject to amortization.

●

We evaluated management’s ability to accurately forecast future revenues by comparing actual results to management’s forecast.

●

We tested the mathematical accuracy of the model used by management.

●

We evaluated the reasonableness and consistency of the selected valuation methodology and assumptions utilized by the Company.

●

We tested the completeness and accuracy of underlying data used in the fair value estimate.

●

/s/ SS Accounting & Auditing, Inc.

FIRM ID: 6717

We have served as the Company’s auditor since 2020

Plano, Texas

November 10, 2022

F-4

CHINA GREEN AGRICULTURE, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of June 30, 2023, and 2022

	2023			2022

ASSETS

Current Assets
Cash and cash equivalents	$	71,142,188		$	57,770,303
Digital assets		210,342
Accounts receivable, net		16,455,734			28,792,891
Inventories, net		46,455,131			42,198,186
Prepaid expenses and other current assets		2,603,489			4,285,198
Amount due from related parties		27,560			13,064
Advances to suppliers, net		14,332,715			20,711,891
Total Current Assets		151,227,159			153,771,533

Plant, property and equipment, net		16,690,245			18,870,152
Other assets		9,784			10,600
Other non-current assets		5,092,721			7,527,422
Intangible assets, net		13,563,635			14,935,488
Deferred Tax Asset		97,820			-
Total Assets	$	186,681,364		$	195,115,195

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	2,100,449		$	1,670,655
Customer deposits		5,489,781			7,994,669
Accrued expenses and other payables		14,929,427			13,734,764
Amount due to related parties		5,439,209			5,192,496
Taxes payable		27,070,961			26,954,838
Short term loans		5,346,640			4,031,100
Interest payable		-			765,909
Total Current Liabilities		60,376,467			60,344,431

Long-term Liabilities
Long-term loans		937,040			-
Total Liabilities	$	61,313,507		$	60,344,431

Commitments and Contingencies		-			-

Stockholders’ Equity
Preferred Stock, $.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively		-			-
Common stock, $.001 par value, 115,197,165 shares authorized, 13,380,914 and 12,141,467 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively		13,381			12,141
Additional paid-in capital		242,090,576			224,676,686
Statutory reserve		26,728,079			26,870,968
Retained earnings		(116,513,686	)		(103,374,589	)
Accumulated other comprehensive income (loss)		(26,950,493	)		(13,414,442	)
Total Stockholders’ Equity		125,367,857			134,770,764

Total Liabilities and Stockholders’ Equity	$	186,681,364		$	195,115,195

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

	2023			2022
Sales
Jinong	$	40,247,303		$	54,339,228
Gufeng		74,028,542			102,755,286
Yuxing		9,654,168			11,356,390
Antaeus		210,342			-
Net sales		124,140,355			168,450,904
Cost of goods sold
Jinong		28,942,247			39,651,439
Gufeng		65,143,060			90,065,842
Yuxing		7,981,531			9,527,341
Antaeus		155,224			-
Cost of goods sold		102,222,062			139,244,622
Gross profit		21,918,293			29,206,282
Operating expenses
Selling expenses		8,334,453			11,195,153
General and administrative expenses		27,197,200			101,809,233
Total operating expenses		35,531,653			113,004,386
Loss from operations		(13,613,360	)		(83,798,104	)
Other income (expense)
Other income (expense)		271,111			2,046,137
Interest income		258,248			194,228
Interest expense		(295,804	)		(256,785	)
Total other income (expense)		233,555			1,983,580
Loss from continuing operations before income taxes		(13,379,805	)		(81,814,524	)
Provision for income taxes		(97,820	)		(1,291,828	)
Net loss from continuing operations		(13,281,985	)		(80,522,696	)
Net loss from discontinued operations, net of taxes		-			(17,841,636	)
Net loss	$	(13,281,985	)	$	(98,364,332	)

Other comprehensive loss
Foreign currency translation gain loss		(13,536,051	)		(8,832,901	)
Comprehensive loss	$	(26,818,036	)	$	(107,197,233	)

Basic weighted average shares outstanding		13,248,684			9,348,100
Basic net loss per share – from continuing operations		(1.00	)		(8.61	)
Basic net loss earnings per share – from discontinued operations		-			(1.91	)
Basic net loss per share	$	(1.00	)	$	(10.52	)

Diluted weighted average shares outstanding		13,248,684			9,348,100
Diluted net loss per share– from continuing operations		(1.00	)		(8.61	)
Diluted net loss earnings per share – from discontinued operations		-			(1.91	)
Diluted net loss per share	$	(1.00	)	$	(10.52	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED JUNE 30, 2023 AND 2022

					Additional								Accumulated Other			Total
	Number Of		Common		Paid In		Statutory			Retained			Comprehensive			Stockholders’
	Shares		Stock		Capital		Reserve			Earnings			Loss			Equity
BALANCE, June 30, 2022		12,141,467	$	12,141	$	224,676,686		26,870,968			(103,374,589	)		(13,414,442	)		134,770,764

Net loss											(13,281,985	)					(13,281,985	)

Issuance of stock		1,117,142		1,117		16,756,013											16,757,130

Issuance of stock for convertible notes																	-

Issuance of stock for consulting services		122,305		122		657,878											658,000

Transfer to statutory reserve								(142,889	)		142,889						-

Other comprehensive (Loss)														(13,536,051	)		(13,536,051	)

BALANCE, June 30, 2023		13,380,914	$	13,381	$	242,090,576	$	26,728,079		$	(116,513,686	)	$	(26,950,493	)	$	125,367,857

					Additional								Accumulated Other			Total
	Number Of		Common		Paid In		Statutory			Retained			Comprehensive			Stockholders’
	Shares		Stock		Capital		Reserve			Earnings			Loss			Equity
BALANCE, JUNE 30, 2021		8,487,629	$	8,488	$	170,223,195		27,673,245			(5,812,533	)		(4,581,541	)		187,510,853

Net loss											(98,364,332	)					(98,364,332	)

Issuance of stock		3,601,143		3,601		54,013,544											54,017,145

Issuance of stock for convertible notes																	-

Issuance of stock for consulting services		52,695		53		439,947											440,000.00

Transfer to statutory reserve								(802,277	)		802,277						-

Other comprehensive (loss)														(8,832,901	)		(8,832,901	)

BALANCE, June 30, 2022		12,141,467	$	12,141	$	224,676,686	$	26,870,968		$	(103,374,589	)	$	(13,414,442	)	$	134,770,764

The accompanying notes are an integral part of these consolidated financial statements.

F-7

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED June 30, 2023 and 2022

	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(13,281,985	)	$	(98,364,332	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		2,403,150			3,137,560
Provision for losses on accounts receivable		10,111,571			39,215,231
Gain (Loss) on disposal of property, plant and equipment		-			34
Inventories impairment		8,758,775			32,280,954
Gain (Loss) on sales of discontinued operations		-			(1,748,951	)
Changes in operating assets
Digital Assets		(210,342	)		-
Accounts receivable		447,487			24,155,212
Amount due from related parties		(16,176	)		29,217
Other current assets		525,285	)		394,426
Inventories		(16,592,290	)		(18,443,105	)
Advances to suppliers		4,991,682			2,017,306
Other assets		1,935,491			2,084,133
Deferred tax assets		(97,820	)		-
Changes in operating liabilities
Accounts payable		536,882			(8,556,310	)
Customer deposits		(1,971,174	)		2,499,043
Amount due to related parties		(9,971	)		105,854
Tax payables		(44,055	)		(71,935	)
Accrued expenses and other payables		2,260,998			1,317,447
Interest payable		(737,630	)		-
Net cash used in operating activities		(990,122	)		(19,948,216	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant, property, and equipment		(1,371,393	)		(164,278	)
Change in construction in process		-			486,452
Sales of discontinued operations		898,673			6,809,200
Net cash provided by (used in) investing activities		(472,720	)		7,131,374

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock		16,757,130			54,017,145
Proceeds from loans		6,587,971			4,031,100
Repayment of loans		(3,913,520	)		(4,031,100	)
Other payables-investors		-			287,130
Advance from related party		340,000			150,000
Net cash provided by financing activities		19,771,581			54,454,275

Effect of exchange rate change on cash and cash equivalents		(4,936,854	)		(2,461,073	)
Net increase (decrease) in cash and cash equivalents		13,371,885			39,176,360

Cash and cash equivalents, beginning balance		57,770,303			18,593,944
Cash and cash equivalents, ending balance	$	71,142,188		$	57,770,303

Supplement disclosure of cash flow information
Interest expense paid	$	295,804		$	256,873
Income taxes paid		464,342			362,163

SUPPLEMENT NON-CASH ACTIVITIES
Common stock issued to repay accrued expense	$	658,000		$	440,000
Nonmonetary sales and purchases		71,040,024			99,317,794

The consolidated statements of cash flows are presented with the combined cash flows from discontinued operations with cash flows from continuing operations within each cash flow statement category.

The accompanying notes are an integral part of these consolidated financial statements.

F-8

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

China Green Agriculture, Inc. (the “Company”, “Parent Company” or “Green Nevada”), through its subsidiaries, is engaged in the research, development, production, distribution and sale of humic acid-based compound fertilizer, compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizers, highly concentrated water-soluble fertilizers and mixed organic-inorganic compound fertilizer and the development, production, and distribution of agricultural products.

Unless the context indicates otherwise, as used in this Report, the following are the references herein of all the subsidiaries of the Company (i) Green Agriculture Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada, incorporated in the State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New Jersey organized under the laws of the PRC; (iii) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a Variable Interest Entity (“VIE”) in the in the PRC controlled by Jinong through a series of contractual agreements; (iv) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC (“Gufeng”), (v) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in the PRC (“Tianjuyuan”), and (vi)Antaeus Tech, Inc. (“Antaeus”), a wholly-owned subsidiary of Green Nevada incorporated in the State of Delaware.

On June 30, 2016 the Company, through its wholly-owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following six companies that are organized under the laws of the PRC and would be deemed VIEs: Shaanxi Lishijie Agrochemical Co., Ltd. (“Lishijie”), Songyuan Jinyangguang Sannong Service Co., Ltd. (“Jinyangguang”), Shenqiu County Zhenbai Agriculture Co., Ltd. (“Zhenbai”), Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. (“Wangtian”), Aksu Xindeguo Agricultural Materials Co., Ltd. (“Xindeguo”), and Xinjiang Xinyulei Eco-agriculture Science and Technology co., Ltd. (“Xinyulei”). On January 1, 2017, the Company, through its wholly owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following two companies that are organized under the laws of the PRC and would be deemed VIEs, Sunwu County Xiangrong Agricultural Materials Co., Ltd. (“Xiangrong”), and Anhui Fengnong Seed Co., Ltd. (“Fengnong”).

On November 30, 2017, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai.

On June 2, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Xindeguo, Xinyulei and Xiangrong.

On December 1, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Lishijie.

On December 31, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Fengnong.

On March 31, 2022, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Jinyangguang and Wangtian.

On March 13, 2023, the Company established Antaeus Tech Inc. (“Antaeus”) in the State of Delaware. In April 2023, Antaeus started to purchase digital assets mining machines and to mine bitcoin in West Texas.

Yuxing may also collectively be referred to as the “the VIE Company”.

F-9

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

The Company’s current corporate structure as of is set forth in the diagram below:

F-10

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principle of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Green New Jersey, Jinong, Gufeng, Tianjuyuan, Yuxing and Antaeus. All significant inter-company accounts and transactions have been eliminated in consolidation.

For purposes of comparability, certain prior period amounts have been reclassified to conform to the current year presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s consolidated financial statements have been presented with its former VIEs, Lishijie, Jinyangguang, Wangtian and Fengnong as a discontinued operation.

Effective June 16, 2013, Yuxing was converted from being a wholly owned foreign enterprise 100% owned by Jinong to a domestic enterprise 100% owned one natural person, who is not affiliated to the Company (“Yuxing’s Owner”). Effective the same day, Yuxing’s Owner entered into a series of contractual agreements with Jinong pursuant to which Yuxing became the VIE of Jinong.

VIE assessment

A VIE is an entity (1) that has total equity at risk that is not sufficient to finance its activities without additional subordinated financial support from other entities, (2) where the group of equity holders does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or both, or (3) where the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. In order to determine if an entity is considered a VIE, the Company first performs a qualitative analysis, which requires certain subjective decisions regarding its assessments, including, but not limited to, the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties, and the purpose of the arrangement. If the Company cannot conclude after a qualitative analysis whether an entity is a VIE, it performs a quantitative analysis. The qualitative analysis considered the design of the entity, the risks that cause variability, the purpose for which the entity was created, and the variability that the entity was designed to pass along to its variable interest holders. When the primary beneficiary could not be identified through a qualitative analysis, we used internal cash flow models to compute and allocate expected losses or expected residual returns to each variable interest holder based upon the relative contractual rights and preferences of each interest holder in the VIE’s capital structure.

F-11

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the recent outbreak of a novel strain of the COVID-19.

Leases

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. As the implicit rate is typically not readily determinable in the Company’s lease agreements, the Company uses its incremental borrowing rate as of the lease commencement date to determine the present value of the lease payments. The incremental borrowing rate is based on the Company’s specific rate of interest to borrow on a collateralized basis, over a similar term and in a similar economic environment as the lease. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recognized on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Additionally, the Company accounts for lease and non-lease components as a single lease component for its identified asset classes. As of June 30, 2023, the Company does not have any material leases for the implementation of ASC 842.

Cash and cash equivalents and concentration of cash

For statement of cash flows purposes, the Company considers all cash on hand and in banks, certificates of deposit with state owned banks in the PRC and banks in the United States, and other highly liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company maintains large sums of cash in three major banks in China. The aggregate cash in such accounts and on hand as of June 30, 2023 and 2022 was $ 69,091,838 and $57,714,868, respectively. There is no insurance securing these deposits in China. In addition, the Company also had $ 2,050,350 and $55,435 in cash in three banks in the United States as of June 30, 2023 and 2022, respectively. Cash overdraft as of balance sheet date will be reflected as liabilities in the balance sheet. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

F-12

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Digital Assets

Digital assets are included in current assets in the condensed consolidated balance sheets. Digital assets are accounted for as indefinite-lived intangible assets, and are initially measured in accordance with FASB Accounting Standards Codification (“ASC”) Topic 350 – Intangibles-Goodwill and Other. The Company measures gains or losses on the disposition of digital assets in accordance with the first-in-first-out (“FIFO”) method of accounting.

Digital assets are not amortized, but are assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that an impairment exists and records an impairment equal to the amount by which the carrying value exceeds the fair value.

As of June 30, 2023, the Company held bitcoin as digital assets with amount of $210,342. Bitcoin is classified on our balance sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations when needed. As of June 30, 2023, the Company determined that there were no impairments of its digital assets.

Accounts receivable

Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the collectability of accounts receivable at each year-end. Accounts considered uncollectible are provisioned for written off based upon management’s assessment. As of June 30, 2023, and 2022, the Company had accounts receivable of $16,455,734 and $28,792,891, net of allowance for doubtful accounts of $54,708,486 and $58,000,266, respectively. The impact of COVID-19 caused the difficulty of accounts receivable collection in the fiscal year 2023 as numerous distributors encountered significant difficulties and/or hardships in their businesses amid the pandemic. The company recorded bad debt expense in the amount of $10 million and $39 million (included bad debt expense from discontinuing operations) for the fiscal year ended June 30, 2023 and the fiscal year ended June 30, 2022, respectively. The Company adopts no policy to accept product returns post to the sales delivery.

Inventories

Inventory is valued at the lower of cost (determined on a weighted average basis) or market. Inventories consist of raw materials, work in process, finished goods and packaging materials. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. As of June 30, 2023, and 2022 the Company had no reserve for obsolete goods.

Property, plant and equipment

Property, plant and equipment are recorded at cost. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of plant, property, and equipment are capitalized. These capitalized costs may include structural improvements, equipment, and fixtures. All ordinary repair and maintenance costs are expensed as incurred.

Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

		Estimated Useful Life
Building		10–25 years
Agricultural assets		8 years
Machinery and equipment		5–15 years
Vehicles		3–5 years
Mining machines		5 years

Construction in Progress

Construction in progress represents the costs incurred relating to the construction of buildings or new additions to the Company’s plant facilities. Costs classified to construction in progress include all costs of obtaining the asset and bringing it to the location and condition necessary for its intended use. No depreciation is provided for construction in progress until the assets are completed and are placed into service. Interest incurred during construction is capitalized into construction in progress.

Long-Lived Assets

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. As of June 30, 2023, and 2022 the Company determined that there were no impairments of its long-lived assets.

F-13

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Intangible Assets

The Company records intangible assets acquired individually or as part of a group at fair value. Intangible assets with definitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company has not recorded impairment of intangible assets as of June 30, 2023 and 2022, respectively.

Goodwill

We test goodwill for impairment annually, or when events and circumstances change that would indicate the carrying amount may not be recoverable. ASC 350, “Intangibles – Goodwill and Other,” permits the assessment of qualitative factors to determine whether events and circumstances lead to the conclusion that it is necessary to perform the two-step quantitative goodwill impairment test required under ASC 350. ASC 350 also allows the option to skip the qualitative assessment and proceed directly to a quantitative assessment.

Under the first step, the fair value of the reporting unit is compared with its carrying value including goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner comparable to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. As of June 30, 2023, and 2022, the Company performed the required impairment review which resulted in impairment adjustment with amount of 0 in 2023 and 2022. The impairment is reported in General and administrative expenses.

Fair Value Measurement and Disclosures

Our accounting for Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level one	—	Quoted market prices in active markets for identical assets or liabilities;

Level two	—	Inputs other than level one inputs that are either directly or indirectly observable; and

Level three	—	Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

F-14

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

The carrying values of cash and cash equivalents, trade and other receivables, trade and other payables approximate their fair values due to the short maturities of these instruments.

Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those services recognized as performance obligations are satisfied.

The Company has assessed the impact of the guidance by performing the following five steps analysis:

	Step 1:	Identify the contract

	Step 2:	Identify the performance obligations

	Step 3:	Determine the transaction price

	Step 4:	Allocate the transaction price

	Step 5:	Recognize revenue

Based on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current revenue streams in scope of Topic 606 and therefore there were no material changes to the Company’s consolidated financial statements upon adoption of ASC 606.

Sales revenue is recognized on the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist, and collectability is reasonably assured.

The Company’s revenue consists of invoiced value of goods, net of a value-added tax (VAT). No product return or sales discount allowance are made as products delivered and accepted by customers are not returnable and sales discounts are not granted after products are delivered.

Customer deposits

Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. When all revenue recognition criteria are met, the customer deposits are recognized as revenue. As of June 30, 2023, and 2022, the Company had customer deposits of $5,489,781 and $7,994,669, respectively.

Stock-Based Compensation

The costs of all employee stock option, as well as other equity-based compensation arrangements, are reflected in the consolidated financial statements based on the estimated fair value of the awards on the grant date. That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). Stock compensation for stock granted to non-employees is determined as the fair value of the consideration received or the fair value of equity instruments issued, whichever is more reliably measured.

F-15

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Income taxes

We account for uncertain tax positions in accordance with Accounting Standards Codification, or ASC, 740, “Income Taxes.” The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding our income tax exposures. Interpretations of, and guidance surrounding, income tax laws and regulations change over time. Changes in our subjective assumptions and judgments can materially affect amounts recognized in the consolidated balance sheets and statements of income. See Note 12, “Taxes Payable,” of the Notes to Consolidated Financial Statements for additional detail on our uncertain tax positions and further information regarding ASC 740.

Foreign currency translation

The reporting currency of the Company is the US dollar. The functional currency of the Company and Green New Jersey is the US dollar. The functional currency of the Chinese subsidiaries is the Chinese Yuan or Renminbi (“RMB”). For the subsidiaries whose functional currencies are other than the US dollar, all asset and liability accounts were translated at the exchange rate on the balance sheet date; stockholders’ equity is translated at the historical rates and items in the income statement and cash flow statements are translated at the average rate in each applicable period. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss) in the statement of shareholders’ equity. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency is included in the results of operations as incurred.

Segment reporting

The Company utilizes the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other way management disaggregates a company.

As of June 30, 2023, the Company, through its subsidiaries is engaged into four main business segments based on location and product: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production), and Antaeus (bitcoin). As of June 30, 2023, the Company maintained four main business segments.

Fair values of financial instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, other receivables, advances to suppliers, accounts payable, other payables, tax payable, and related party advances and borrowings.

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheets. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

Statement of cash flows

The Company’s cash flows from operations are calculated based on the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheets.

F-16

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Earnings per share

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.

The components of basic and diluted earnings per share consist of the following:

	Years Ended June 30,
	2023			2022
Loss from continuing operations for Basic Earnings Per Share	$	(13,281,985	)	$	(80,522,696	)
Loss from discontinued operations for Basic Earnings Per Share		-			(17,841,636	)
Loss for Basic Earnings Per Share		(13,281,985	)		(98,364,332	)
Basic Weighted Average Number of Shares		13,248,684			9,348,100
Loss from continuing operations Per Share – Basic	$	(1.00	)	$	(8.61	)
Loss from discontinued operations Per Share – Basic	$	-		$	(1.91	)
Net loss Per Share – Basic	$	(1.00	)	$	(10.52	)
Loss from continuing operations for Diluted Earnings Per Share	$	(13,281,985	)	$	(80,522,696	)
Loss from discontinued operations for Diluted Earnings Per Share	$	-		$	(17,841,636	)
Loss for Diluted Earnings Per Share	$	(13,281,985	)	$	(98,364,332	)
Diluted Weighted Average Number of Shares		13,248,684			9,348,100
Loss from continuing operations Per Share – Diluted	$	(1.00	)		(8.61	)
Loss from discontinued operations Per Share – Diluted	$	-		$	(1.91	)
Net loss Per Share – Diluted	$	(1.00	)	$	(10.52	)

Reclassification

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the 2023 consolidated financial statement presentation. Such reclassifications did not affect total revenues, operating income or net income or cash flows as previously reported.

Recent accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements.

NOTE 3 – GOING CERCERN

The Company’s financial statements are prepared assuming that the Company will continue as a going concern. The Company has incurred operating losses and had negative operating cash flows in the fiscal year 2023 and may continue to incur operating losses and generate negative cash flows as the Company implements its future business plan. If the situation exists, there could be substantial doubt about the Company’s ability to continue as going concern.

To meet its working capital needs through the next twelve months and to fund the growth of the Company, the Company may consider plans to raise additional funds through the issuance of equity or borrow loan from local bank. The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations.

The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as going concern.

F-17

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 4 – INVENTORIES

Inventories consisted of the following:

	June 30,		June 30,
	2023		2022
Raw materials	$	11,617,989	$	7,986,436
Supplies and packing materials	$	410,904	$	469,524
Work in progress	$	172,248	$	198,591
Finished goods	$	34,253,990	$	33,543,635
Total	$	46,455,131	$	42,198,186

During the year ended June 30, 2023, the Company sold compound fertilizers (finished goods) to certain parties at market price and purchased equivalent amount of simple fertilizers (raw material) from the same parties also at market price. The simple fertilizers purchased, along with other materials were used in the Company’s production facility to manufacture compound fertilizers. While nonmonetary, the sales and purchase transactions were consummated independently under separate agreements at different times and measured at the prevailing market value. The total amount of nonmonetary sales and purchases amounted to $71,040,024 during the year ended June 30, 2023. No gain or loss incurred as the result of the nonmonetary transactions.

For the fiscal year ended June 30, 2023, total inventories increased $4,256,945, or 10.1%, to $46,455,131 from $42,198,186 for the fiscal year ended June 30, 2022.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following for the continuing entities:

	June 30,			June 30,
	2023			2022
Building and improvements	$	37,065,465		$	39,988,862
Auto		2,716,931			2,892,073
Machinery and equipment		18,608,254			18,913,581
Total property, plant and equipment		58,390,650			61,794,515
Less: accumulated depreciation		(41,700,404	)		(42,924,364	)
Total	$	16,690,246		$	18,870,152

For the fiscal year ended June 30, 2023, total depreciation expense for the continuing entities was $2,172,096, decreased $449,841, or 17.2%, from $2,621,937 for the fiscal year ended June 30, 2022.

F-18

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 6 – INTANGIBLE ASSETS AND DIGITAL ASSETS

Intangible assets consisted of the following:

	June 30,		June 30,
	2023		2022
Land use rights, net	$	7,862,624	$	8,758,704
Technology patent, net		-		-
Customer relationships, net		-		-
Non-compete agreement		-		-
Trademarks		5,701,011		6,176,784
Total	$	13,563,635	$	14,935,488

LAND USE RIGHT

On September 25, 2009, Yuxing was granted a land use right for approximately 88 acres (353,000 square meters or 3.8 million square feet) by the People’s Government and Land & Resources Bureau of Hu County, Xi’an, Shaanxi Province. The fair value of the related intangible asset was determined to be the respective cost of RMB73,184,895 (or $10,084,895). The intangible asset is being amortized over the grant period of 50 years using the straight-line method.

On August 13, 2003, Tianjuyuan was granted a certificate of Land Use Right for a parcel of land of approximately 11 acres (42,726 square meters or 459,898 square feet) at Ping Gu District, Beijing. The purchase cost was recorded at RMB1,045,950 (or $144,132). The intangible asset is being amortized over the grant period of 50 years.

On August 16, 2001, Jinong received a land use right as a contribution from a shareholder, which was granted by the People’s Government and Land& Resources Bureau of Yangling District, Shaanxi Province. The fair value of the related intangible asset at the time of the contribution was determined to be RMB7,285,099 (or $1,003,887). The intangible asset is being amortized over the grant period of 50 years.

The Land Use Rights consisted of the following:

	June 30, 2022			Foreign Currency Adjustment			Amortization/ Subtraction		June 30, 2023
Land use rights	$	12,014,170			(925,405	)		-		11,088,765
Less: accumulated amortization		(3,255,466	)					29,325		(3,226,141	)
Total land use rights, net	$	8,758,704			(925,405	)		29,325		7,862,624

TECHNOLOGY PATENT

On August 16, 2001, Jinong was issued a technology patent related to a proprietary formula used in the production of humid acid. The fair value of the related intangible asset was determined to be the respective cost of RMB5,875,068 (or $809,584) and is being amortized over the patent period of 10 years using the straight-line method. This technology patent has been fully amortized.

On July 2, 2010, the Company acquired Gufeng and its wholly owned subsidiary Tianjuyuan. The fair value on the acquired technology patent was estimated to be RMB9,200,000 (or $1,267,760) and is amortized over the remaining useful life of six years using the straight-line method. As of June 30, 2023, this technology patent is fully amortized.

The technology know-how consisted of the following:

	June 30,			Foreign Currency			June 30,
	2022			Adjustment			2023
Technology know-how	$	2,250,708			(173,363	)	$	2,077,344
Less: accumulated amortization		(2,250,708	)		173,363			(2,077,344	)
Total technology know-how, net	$	-			-		$	-

F-19

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

CUSTOMER RELATIONSHIP

On July 2, 2010, the Company acquired Gufeng and its wholly owned subsidiary Tianjuyuan. The fair value on the acquired customer relationships was estimated to be RMB65,000,000 (or $8,957,000) and is amortized over the remaining useful life of ten years. As of June 30, 2023, this customer relationship is fully amortized.

	June 30,			Foreign Currency			June 30,
	2022			Adjustment			2023
Customer relationships	$	9,704,500			(747,500	)	$	8,957,000
Less: accumulated amortization		(9,704,500	)		747,500			(8,957,000	)
Total customer relationships, net	$	-			-		$	-

NON-COMPETE AGREEMENT

On July 2, 2010, the Company acquired Gufeng and its wholly owned subsidiary Tianjuyuan. The fair value on the acquired non-compete agreement was estimated to be RMB1,320,000 (or $181,896) and is amortized over the remaining useful life of five years using the straight-line method. As of June 30, 2023, this non-compete agreement is fully amortized.

	June 30,			Foreign Currency			June 30,
	2022			Adjustment			2023
Non-compete agreement	$	197,076			(15,180	)	$	181,896
Less: accumulated amortization		(197,076	)		15,180			(181,896	)
Total non-compete agreement, net	$	-			-		$	-

TRADEMARKS

On July 2, 2010, the Company acquired Gufeng and its wholly owned subsidiary Tianjuyuan. The preliminary fair value on the acquired trademarks and brand names was estimated to be RMB41,371,630 (or $5,701,011) and is subject to an annual impairment test.

	June 30,			Foreign Currency			June 30,
	2022			Adjustment			2023
Trademarks	$	6,232,670			(480,078	)	$	5,752,592
Less: accumulated amortization		(55,886	)		4,305			(51,581	)
Total trademarks, net	$	6,176,784			(475,773	)	$	5,701,011

AMORTIZATION EXPENSE

Estimated amortization expenses of intangible assets for the next five twelve months periods ended June 30, are as follows:

Years Ending June 30,	Expense ($)
2024		307,807
2025		248,563
2026		236,935
2027		221,431
2028		221,431

DIGITAL ASSETS

NOTE 7 – OTHER NON-CURRENT ASSETS

Other non-current assets mainly include advance payments related to rent the land use for the Company. As of June 30, 2023, the balance of other non-current assets was $5,092,721, which was the rental fee advances for agriculture lands that the Company engaged in Shiquan County from 2025 to 2027.

In March 2017, Jinong entered into the rental agreement for approximately 3,400 mu, and 2600-hectare agriculture lands in Shiquan County, Shaanxi Province. The rental agreement was from April 2017 and was renewable for every ten-year period up to 2066. The aggregate rental fee was approximately RMB 13 million per annum, The Company had made 10-year advances of rental fee per rental terms. The Company has amortized $1.8 million as expenses for the year ended June 30, 2023 and $2.0 million as expenses for the year ended June 30, 2022.

F-20

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Estimated amortization expenses of the rental advance payments herein for the next four twelve-month periods ended June 30 and thereafter are as follows:

Years ending June 30,
2024	$	1,849,965
2025	$	1,849,965
2026	$	1,849,965
2027	$	1,392,791

NOTE 8 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consisted of the following:

	June 30,		June 30,
	2023		2022
Payroll and welfare payable		188,222		178,341
Accrued expenses		9,805,444		7,636,524
Other payables		4,820,193		5,794,686
Other levy payable		115,568		125,213
Total	$	14,929,427	$	13,734,764

NOTE 9 – AMOUNT DUE TO RELATED PARTIES

At the end of December 2015, Yuxing entered into a sales agreement with the Company’s affiliate, 900LH.com Food Co., Ltd. (“900LH.com”, previously announced as Xi’an Gem Grain Co., Ltd) pursuant to which Yuxing is to supply various vegetables to 900LH.com for its incoming seasonal sales at the holidays and year ends (the “Sales Agreement”). The contingent contracted value of the Sales Agreement is RMB25,500,000 (approximately $3,513,900). During the year ended June 30, 2023 and 2022 Yuxing has sold approximately $0 and $66,071 products to 900LH.com.

The amount due from 900LH.com to Yuxing was $27,560 and $13,064 as of June 30, 2023 and 2022, respectively.

As of June 30, 2023, and June 30, 2022, the amount due to related parties was $5,439,209 and $5,192,496, respectively. As of June 30, 2023, and June 30, 2022, $964,600 and $1,045,100, respectively were amounts that Gufeng borrowed from a related party, Xi’an Techteam Science & Technology Industry (Group) Co. Ltd., a company controlled by Mr. Zhuoyu Li, Chairman and CEO of the Company, representing unsecured, non-interest-bearing loans that are due on demand. These loans are not subject to written agreements. As of June 30, 2023, and June 30, 2022, $2,261,693 and $4,105,449, respectively were advances from Mr. Zhuoyu Li, Chairman and CEO of the Company. The advances were unsecured and non-interest-bearing.

As of June 30, 2023, the Company’s subsidiary, Jinong, owed 900LH.com. $995. As of June 30, 2022, the Company’s subsidiary, Jinong, owed 900LH.com. $11,431.

On July 1, 2022, Jinong renewed the office rental agreement with Kingtone Information Technology Co., Ltd. (“Kingtone Information”), of which Mr. Zhuoyu Li, Chairman and CEO of the Company, served as Chairman. Pursuant to the rental agreement, Jinong rented 612 square meters (approximately 6,588 square feet) of office space from Kingtone Information. The rental agreement provides for a two-year term effective as of July 1, 2022 with monthly rent of RMB28,000 (approximately $3,858).

NOTE 10 – LOAN PAYABLES

As of June 30, 2023, the short-term and long-term loan payables consisted of five loans which mature on dates ranging from September 29, 2023 through August 18, 2024 with interest rates ranging from 3.65% to 5.00%. No. 1 to 3 below are collateralized by Tianjuyuan’s land use right and building ownership right. Loan No. 2 is also guaranteed by the cash deposit. No. 4 to 5 below are collateralized by Jinong’s land use right and building ownership right.

No.	Payee	Loan period per agreement		Interest Rate			June 30, 2023
1	Beijing Bank -Pinggu Branch		June 5, 2023-June 5, 2024		4.15	%		1,378,000
2	Huaxia Bank -HuaiRou Branch		June 28, 2023-June 28, 2024		3.65	%		1,378,000
3	Pinggu New Village Bank		June 29, 2023-June 28, 2024		5.00	%		964,600
4	Industrial Bank Co. Ltd		August 19, 2022-August 18, 2024		3.98	%		1,047,280
5	Xian Bank		September 30, 2022-September 29, 2023		3.90	%		1,515,800
	Total						$	6,283,680

The interest expense from short-term loans was $295,804 and $256,784 for the year ended June 30, 2023 and 2022, respectively.

F-21

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 11 – TAXES PAYABLE

Enterprise Income Tax

Effective January 1, 2008, the Enterprise Income Tax (“EIT”) law of the PRC replaced the tax laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The EIT rate of 25% replaced the 33% rate that was 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, Jinong became subject to income tax in China at a rate of 15% as a high-tech company, because of the expiration of its tax exemption on December 31, 2007. Accordingly, it made 0 provision for income taxes for the years ended June 30, 2023 and 2022.

Value-Added Tax

All the Company’s fertilizer products that are produced and sold in the PRC were subject to a Chinese Value-Added Tax (VAT) of 9 % of the gross sales price. On April 29, 2008, the PRC State of Administration of Taxation (SAT) released Notice #56, “Exemption of VAT for Organic Fertilizer Products”, which allows certain fertilizer products to be exempt from VAT beginning June 1, 2008. The Company submitted the application for exemption in May 2009, which was granted effective September 1, 2009, continuing through December 31, 2015. On August 10, 2015 and August 28, 2015, the SAT released Notice #90. “Reinstatement of VAT for Fertilizer Products”, and Notice #97, “Supplementary Reinstatement of VAT for Fertilizer Products”, which restore the VAT of 13% of the gross sales price on certain fertilizer products includes non-organic fertilizer products starting from September 1, 2015, but granted taxpayers a reduced rate of 3% from September 1, 2015 through June 30, 2016.

On April 28, 2017, the PRC State of Administration of Taxation (SAT) released Notice 2017 #37, “Notice on Policy of Reduced Value Added Tax Rate,” under which, effective July 1, 2017, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 11% of the gross sales price. The tax rate was reduced 2% from 13%.

On April 4, 2018, the PRC State of Administration of Taxation (SAT) released Notice 2018 #32, “Notice on Adjustment of VAT Tax Rate,” under which, effective May 1, 2018, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 10% of the gross sales price. The tax rate was reduced 1% from 11%.

On March 20, 2019, the PRC State of Administration of Taxation (SAT) released Notice 2019 #39, “Announcement on Policies Concerning Deepening the Reform of Value Added Tax,” under which, Effective April 1, 2019, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 9% of the gross sales price. The tax rate was reduced 1% from 10%.

F-22

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Income Taxes and Related Payables

Taxes payable consisted of the following:

	June 30,			June 30,
	2023			2022
VAT provision	$	(398,499	)	$	(384,574	)
Income tax payable		(2,132,400	)		(2,310,360	)
Other levies		591,325			639,237
Repatriation tax		29,010,535			29,010,535
Total	$	27,070,961		$	26,954,838

The provision for income taxes consists of the following:

	Years Ended June 30,
	2023			2022
Current tax – foreign	$	(97,820	)	$	(1,291,828	)
Total	$	(97,820	)	$	(1,291,828	)

Significant components of deferred tax assets were as follows:

	June 30,			June 30,
	2023			2022
Deferred tax assets
Deferred Tax Benefit		32,464,001			35,067,278
Valuation allowance		(32,366,181	)		(35,067,278	)
Total deferred tax assets	$	97,820			-

The change in valuation allowance for the year ended June 30, 2023 was a decrease of $2,701,097 which was mainly resulted from foreign exchange rates.

The Company periodically evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

As of June 30, 2023, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would be realized with the total amount of $97,820.

U.S. Tax Cuts and Jobs Act and Provisional Estimates

On December 22, 2017, the TCJA was enacted into law, which significantly changes existing U.S. tax law and includes numerous provisions that affect our business, such as imposing a one-time transition tax on deemed repatriation of deferred foreign income, reducing the U.S. federal statutory tax rate, and adopting a territorial tax system. The TCJA required us to incur a one-time transition tax on deferred foreign income not previously subject to U.S. income tax at a rate of 15.5% for foreign cash and certain other net current assets, and 8% on the remaining income. The TCJA also reduced the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. For fiscal year 2018, our blended U.S. federal statutory tax rate is 27.5%. This is the result of using the tax rate of 34% for the first and second quarter of fiscal year 2018 and the reduced tax rate of 21% for the third and fourth quarter of fiscal year 2018. For fiscal year 2019, 2020, 2021, 2022 and 2023, our U.S. federal statutory tax rate is 21%.

F-23

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Tax Rate Reconciliation

Our effective tax rates were approximately 0.7% and 1.3% for years ended June 30, 2023 and 2022, respectively. Substantially all the Company’s income before income taxes and related tax expense are from PRC sources. Actual income tax benefit reported in the consolidated statements of operations and comprehensive income differ from the amounts computed by applying the US statutory income tax rate of 21.0% and 21.0% to income before income taxes for the years ended June 30, 2023 and 2022 for the following reasons:

June 30, 2023

	China 15% - 25%					United States 21%					Total

Pretax loss	$	(10,207,847	)				(3,171,958	)			$	(13,379,805	)

Expected income tax expense (benefit)		(2,551,962	)	25.0	%		(666,111	)	21.0	%		(3,218,073	)
High-tech income benefits on Jinong		-		-					-			-
Loss from subsidiaries in which no benefit is recognized		2,454,142		(24.0	)%				-			2,454,142
Change in valuation allowance on deferred tax asset from US tax benefit		-		-			666,111		(21.0	)%		666,111
Actual tax expense	$	(97,820	)	1.0	%	$	-			%	$	(97,820	)	0.7	%

June 30, 2022

	China 15% - 25%					United States 21%					Total

Pretax loss	$	(98,939,698	)				(674,813	)			$	(99,614,511	)

Expected income tax expense (benefit)		(24,734,925	)	25.0	%		(141,711	)	21.0	%		(24,876,635	)
High-tech income benefits on Jinong		765,909		(0.8	)%				-			765,909
Loss from subsidiaries in which no benefit is recognized		24,010,666		(24.3	)%				-			24,010,666
Change in valuation allowance on deferred tax asset from US tax benefit		(1,291,828	)	1.3	%		141,711		(21.0	)%		(1,150,117	)
Actual tax expense	$	(1,250,178	)	1.3	%	$	-			%	$	(1,250,178	)	1.3	%

F-24

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 12 – STOCKHOLDERS’ EQUITY

Common Stock

On August 2, 2022, the Company completed the issuance of 1,117,142 shares of its Common Stock for $16,757,130 to P Kevin HODL Ltd, an entity owned and controlled by Mr. Zhibiao Pan, who was subsequently appointed as the Company’s co-Chief Executive Officer on August 25, 2022. This sale was made pursuant to the Share Purchase Agreement dated November 23, 2021 in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on an exemption provided by Rule 903 of Regulation S and/or Section 4(a)(2) of the Securities Act.

On November 25, 2022, the Company issued 122,305 shares of common stock to settle the payable of consulting services under the 2009 Plan. The value of the stock was $658,000 and was based on the fair value of the Company’s common stock on the grant date of November 12, 2022 when the Company authorized the grant.

As of June 30, 2023, and June 30, 2022, there were 13,380,914 and 12,141,467 shares of common stock issued and outstanding, respectively.

Preferred Stock

Under the Company’s Articles of Incorporation, the Board has the authority, without further action by stockholders, to designate up to 20,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock. If the Company sells preferred stock under its registration statement on Form S-3, it will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series in the certificate of designation relating to that series and will file the certificate of designation that describes the terms of the series of preferred stock the Company offers before the issuance of the related series of preferred stock.

As of June 30, 2023, the Company has 20,000,000 shares of preferred stock authorized, with a par value of $.001 per share, of which no shares are issued or outstanding.

NOTE 13 – STOCK OPTIONS

There were no issuances of stock options during the years ended June 30, 2023 and 2022.

NOTE 14 – CONCENTRATIONS AND LITIGATION

Market Concentration

All the Company’s revenue-generating operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among other things, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by, among other things, changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation.

F-25

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Vendor and Customer Concentration

There are six vendors that the Company purchased over 10% of its raw materials with an aggregate amount of $71,040,024, or 12.2%, 12.0%, 12.0%, 11.8%, 11.7% and 11.6%, respectively, for fertilizer manufacturing during the year ended June 30, 2023.

There are six vendors that the Company purchased over 10% of its raw materials with an aggregate amount of $99,101,685, or 11.9%, 11.8%, 11.6%, 11.3%, 11.1% and 10.9%, respectively, for fertilizer manufacturing during the year ended June 30, 2022.

Six customers accounted for an aggregate amount of $71,690,103, or 10.7%,10.4%,10.4%,10.4%,10.3%, and 10.2%, respectively, of the Company’s manufactured fertilizer sales for the year ended June 30, 2023.

Two customers accounted for an aggregate amount of $33,378,901, or 10.1% and 10.1%, respectively, of the Company’s manufactured fertilizer sales for the year ended June 30, 2022.

Litigation

On June 5, 2020, an individual filed suit pro se (as in, representing oneself without an attorney) in the Southern District of Florida federal court alleging violations of the Securities Exchange Act. The Company believes the action is without merit and vigorously opposed it. The company moved to dismiss the litigation and for attorney’s fees from the plaintiff. On November 2, 2020, the case was transferred to the United States District Court for The Southern District Of New York. On September 30, 2021, the Southern District of New York federal court presiding over the case dismissed all claims against the company, its executives, and its independent directors. The dismissal was without prejudice and the plaintiff can appeal or amend within 30 days, or by October 29, 2021. The plaintiff amended the complaint on Oct 30, 2021. On August 30, 2022, the Southern District of New York federal court presiding over the case issued an order granting motions to dismiss all claims in the amended complaint against the Company, its executives, and its independent directors. On September 6, 2022, the plaintiff filed a notice of civil appeal to the U.S. Court of Appeals, Second Circuit. The appeal has now been fully briefed and the Company expects a decision to issue sometime in the coming year.

There are no other actions, suits, proceedings, inquiries or investigations before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

NOTE 15 – SEGMENT REPORTING

As of June 30, 2023, the Company was organized into four main business segments based on location and product: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production), and Antaeus (bitcoin). Each of the four operating segments referenced above 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.

	Years Ended June 30,
	2023			2022
Revenues from unaffiliated customers:
Jinong	$	40,247,303		$	54,339,228
Gufeng		74,028,542			102,755,286
Yuxing		9,654,168			11,356,390
Antaeus		210,342			-
Consolidated	$	124,140,355		$	168,450,904
Operating income (expense):
Jinong	$	(4,411,893	)	$	(3,466,631	)
Gufeng		(6,062,353	)		(80,233,988	)
Yuxing		499,479			581,840
Antaeus		(465,560	)
Reconciling item (1)		-			-
Reconciling item (2)		(3,173,033	)		(679,326	)
Consolidated	$	(13,613,360	)	$	(83,798,104	)

F-26

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Net income (loss):
Jinong	$	(4,224,927	)		(3,063,634	)
Gufeng		(6,280,625	)		(80,547,966	)
Yuxing		763,512			722,936
Antaeus		(367,988	)		-
Reconciling item (1)		1,077			4,513
Reconciling item (2)		(3,173,034	)		612,503
Reconciling item (3)	$	-		$	1,748,951
Consolidated	$	(13,281,985	)	$	(80,522,696	)

Depreciation and Amortization:
Jinong	$	785,503		$	833,042
Gufeng		761,466			816,510
Yuxing		839,514			1,280,938
Antaeus		16,667			-
Consolidated	$	2,403,150		$	2,930,490
Interest expense:
Jinong		78,342			-
Gufeng		217,462			256,784
Yuxing		-			-
Antaeus		-			-
Consolidated	$	295,804		$	256,784

Capital Expenditure:
Jinong	$	52,664		$	97,900
Gufeng		216,892			29,308
Yuxing		101,837			37,069
Antaeus		1,000,000			-
Consolidated	$	1,371,393		$	164,278

	As of
	June 30,		June 30,
	2023		2022
Identifiable assets:
Jinong	$	87,862,836	$	100,958,241
Gufeng		49,749,041		80,923,101
Yuxing		38,223,482		40,132,337
Antaeus		3,292,247		-
Reconciling item (1)		7,387,637		(27,064,606	)
Reconciling item (2)		166,121		166,121
Consolidated	$	186,681,364	$	195,115,195

(1)

Reconciling amounts refer to the unallocated assets or expenses of Green New Jersey.

(2)

Reconciling amounts refer to the unallocated assets or expenses of the Parent Company.

(3)

Reconciling amounts refer to the gain on discontinuing sales VIEs and the intercompany transaction clearing.

Total revenues from exported products currently accounted for less than 1% of the Company’s total fertilizer revenues for the years ended June 30, 2023 and 2022, respectively.

F-27

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 16 – COMMITMENTS AND CONTINGENCIES

We are subject to various claims and contingencies related to lawsuits, certain taxes and environmental matters, as wells commitments under contractual and other commercial obligations. We recognize liabilities for commitments and contingencies when a loss is probable and estimable.

On July 1, 2020, Jinong signed an office rental agreement with Kingtone Information Technology Co., Ltd. (“Kingtone Information”), of which Mr. Zhuoyu Li, Chairman and CEO of the Company, served as its Chairman. Pursuant to the rental agreement, Jinong rented 612 square meters (approximately 6,588 square feet) of office space from Kingtone Information. The rental agreement provides for a two-year term effective as of July 1, 2022 with monthly rent of RMB28,000 (approximately $3,858).

In February 2004, Tianjuyuan signed a fifty-year rental agreement with the village committee of Dong Gao Village and Zhen Nan Zhang Dai Village in the Beijing Ping Gu District.

On April 2, 2023, Antaeus signed a one-year rental agreement for an office in Austin, Texas for approximately 404 square meters (4,348 square feet) space.

Accordingly, the Company recorded an aggregate of $51,192 and $97,307 as rent expenses for the years ended June 30, 2023 and 2022, respectively. The contingent rent expenses herein for the next five years ended June 30, are as follows:

Years ending June 30,
2024			55,392
2025			55,392
2026			55,392
2027			55,392
2028			55,392

NOTE 17 – VARIABLE INTEREST ENTITIES

In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs with which a company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

Green Nevada through one of its subsidiaries, Jinong, entered into a series of agreements (the “VIE Agreements”) with Yuxing for it to qualify as a VIE, effective June 16, 2013.

The Company has concluded, based on the contractual arrangements, that Yuxing is a VIE and that the Company’s wholly owned subsidiary, Jinong, absorbs most of the risk of loss from the activities of Yuxing, thereby enabling the Company, through Jinong, to receive a majority of Yuxing expected residual returns.

On June 30, 2016 and January 1, 2017, the Company, through its wholly owned subsidiary Jinong, entered into strategic acquisition agreements and into a series of contractual agreements to qualify as VIEs with the shareholders of the sales VIE Companies.

Jinong, the sales VIE Companies, and the shareholders of the sales VIE Companies also entered into a series of contractual agreements for the sales VIE Companies to qualify as VIEs (the “VIE Agreements”).

F-28

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

On November 30, 2017, the Company, through its wholly owned subsidiary Jinong, exited the VIE agreements with the shareholders of Zhenbai.

As a result of these contractual arrangements, with Yuxing and the sales VIE Companies the Company is entitled to substantially all the economic benefits of Yuxing and the VIE Companies. The following financial statement amounts and balances of the VIEs were included in the accompanying consolidated financial statements as of June 30, 2023 and June 30, 2022:

	June 30,			June 30,
	2023			2022

ASSETS
Current Assets
Cash and cash equivalents	$	323,854		$	385,308
Accounts receivable, net		283,221			710,143
Inventories		24,288,379			22,062,527
Other current assets		108,677			22,932
Related party receivable		27,560			13,064.00
Advances to suppliers		-			1,879,704
Total Current Assets		25,031,691			25,073,678

Plant, Property and Equipment, Net		5,887,278			6,926,023
Other assets		9,784			10,600
Intangible Assets, Net		7,294,729			8,122,036
		-
Total Assets	$	38,223,482		$	40,132,337
		-
LIABILITIES AND STOCKHOLDERS’ EQUITY		-
Current Liabilities		-
Accounts payable	$	12,512		$	107,095
Customer deposits		62,134			10,016
Accrued expenses and other payables		282,968			306,116
Amount due to related parties		39,346,051			42,105,604
Total Current Liabilities		39,703,665			42,528,831
Total Liabilities	$	39,703,665			42,528,831

Stockholders’ equity		(1,480,183	)		(2,396,494	)

Total Liabilities and Stockholders’ Equity	$	38,223,482		$	40,132,337

	Years Ended June 30,
	2023		2022
Revenue	$	9,654,168	$	11,356,390
Expenses		8,890,656		10,633,454
Net income	$	763,512	$	722,936

F-29

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

NOTE 18 – RESTRICTED NET ASSETS

The Company’s operations are primarily conducted through its PRC subsidiaries, which can only pay dividends out of their retained earnings determined in accordance with the accounting standards and regulations in the PRC and after it has met the PRC requirements for appropriation to statutory reserves. In addition, the Company’s businesses and assets are primarily denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the ability of the Company’s PRC subsidiaries to transfer their net assets to the Parent Company through loans, advances or cash dividends.

The Company’s PRC subsidiaries net assets as of June 30, 2023 and 2022 exceeded 25% of the Company’s consolidated net assets. Accordingly, condensed Parent Company financial statements have been prepared in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X, and they are as follows.

Parent Company Financial Statements

PARENT COMPANY FINANCIAL INFORMATION OF CHINA GREEN AGRICULTURE, INC.

Condensed Balance Sheets

	As of June 30,
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	49,598		$	52,485
Other current assets		169,071			169,071
Total Current Assets		218,668			221,555

Long-term equity investment		139,569,715			146,457,664
Total long-term assets		139,569,715			146,457,664
Total Assets	$	139,788,383		$	146,679,219

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	214,520		$	214,520
Amount due to related parties		4,445,449			4,105,449
Other payables and accrued expenses		9,760,556			7,588,486
Total Current Liabilities		14,420,526			11,908,455

Stockholders’ Equity
Common stock, $.001 par value, 115,197,165 shares authorized, 13,380,914 and 12,141,467 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively		13,381			12,141
Additional paid in capital		242,090,576			224,676,686
Accumulated other comprehensive (loss)		(26,950,493	)		(13,414,442	)
Retained earnings		(89,785,607	)		(76,503,621	)
Total Stockholders’ Equity		125,367,857			134,770,764
Total Liabilities and Stockholders’ Equity	$	139,788,383		$	146,679,219

F-30

CHINA GREEN AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

Condensed Statements of Operations

	Year ended June 30,
	2023			2022
Revenue	$	-		$	-
General and administrative expenses		3,173,034			679,326
Interest income		1,076			4,513
Provision for tax		-			(1,291,828	)
Equity investment in subsidiaries		(10,110,028	)		(98,981,348	)
Net income	$	(13,281,986	)	$	(98,364,333	)

Condensed Statements of Cash Flows

	Year Ended June 30,
	2023			2022
Net cash used in operating activities	$	(17,100,265	)	$	(54,476,955	)
Net cash provided by investing activities		2,001,000			-
Net cash provided by financing activities		17,097,130			54,454,275
Cash and cash equivalents, beginning balance		52,484			75,165
Cash and cash equivalents, ending balance	$	2,050,350		$	52,484

Notes to Condensed Parent Company Financial Information

As of June 30, 2023, and 2022, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except as separately disclosed in the Consolidated Financial Statements, if any. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.

NOTE 19 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2023 to the date these consolidated financial statements were available to be issued and has determined that there were below significant subsequent events or transactions that would require recognition or disclosure in the consolidated financial statements.

On August 10, 2023, our Board of Directors adopted the Company’s 2023 Equity Incentive Plan. The 2023 Plan gives us the ability to grant stock options, stock appreciation rights (SARs), restricted stock and other stock-based awards (collectively, “Awards”) to employees or consultants of our company or of any subsidiary of our company and to non-employee members of our advisory board or our Board of Directors or the board of directors of any of our subsidiaries. Our Board of Directors believes that adoption of the Incentive Plan is in the best interests of our company and our stockholders because the ability to grant stock options and make other stock-based awards under the Incentive Plan is an important factor in attracting, stimulating and retaining qualified and distinguished personnel with proven ability and vision to serve as employees, officers, consultants or members of the Board of Directors or advisory board of our company and our subsidiaries, and to chart our course towards continued growth and financial success. Therefore, our Board of Directors believes the Incentive Plan will be a key component of our compensation program.

As of November 2, 2023, 2,759,011 shares of our common stock remained available for future grants under the Plans and no Awards had been granted under the 2023 Plan.

F-31

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Exhibit 21.1

SUBSIDIAIRES OF CHINA GREEN AGRICULTURE, INC.

Name		Place of Incorporation
Green Agriculture Holding Corporation		New Jersey
Antaeus Tech Inc.		Delaware
Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd.		People’s Republic of China
Beijing Gufeng Chemical Products Co., Ltd.		People’s Republic of China
Beijing Tianjuyuan Fertilizer Co., Ltd.		People’s Republic of China

VARIABLE INTEREST ENTITIES OF CHINA GREEN AGRICULTURE, INC.

Name		Place of Incorporation
Xi’an Hu County Yuxing Agriculture Technology Development Co, Ltd.		People’s Republic of China

Exhibit 31.1

CERTIFICATION

I, Zhuoyu Li, certify that:

I have reviewed this report on Form 10-K of China Green Agriculture, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 15, 2023

/s/ Zhuoyu Li
Zhuoyu Li
Chairman of the Board of Directors, Chief Executive Officer, and President
(principal executive officer)

Exhibit 31.2

CERTIFICATION

I, Zhibiao Pan, certify that:

I have reviewed this report on Form 10-K of China Green Agriculture, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 15, 2023

/s/ Zhibiao Pan
Zhibiao Pan
Co-Chief Executive Officer
(principal executive officer)

Exhibit 31.3

CERTIFICATION

I, Yongcheng Yang, certify that:

I have reviewed this report on Form 10-K of China Green Agriculture, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 15, 2023

/s/ Yongcheng Yang
Yongcheng Yang
Chief Financial Officer
(principal financial officer and principal accounting officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in his capacity as the Chairman of the Board of Directors, Chief Executive Officer, and President of China Green Agriculture, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)

The Annual Report of the Company on Form 10-K for the fiscal year ended June 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 15, 2023

/s/ Zhuoyu Li
Zhuoyu Li
Chairman of the Board of Directors, Chief Executive Officer, and President
(principal executive officer)

Exhibit 32.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in his capacity as the Co-Chief Executive Officer of China Green Agriculture, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)

The Annual Report of the Company on Form 10-K for the fiscal year ended June 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 15, 2023

/s/ Zhibiao Pan
Zhibiao Pan
Co-Chief Executive Officer
(principal executive officer)

Exhibit 32.3

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in his capacity as the Chief Financial Officer of China Green Agriculture, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)

The Annual Report of the Company on Form 10-K for the fiscal year ended June 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 15, 2023

/s/ Yongcheng Yang
Yongcheng Yang
Chief Financial Officer
(principal financial officer)

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Jun. 30, 2023	Dec. 15, 2023	Dec. 31, 2022
Document Information Line Items
Entity Registrant Name	CHINA GREEN AGRICULTURE, INC.
Document Type	10-K/A
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding		13,380,914
Entity Public Float			$ 35,543,100
Amendment Flag	true
Amendment Description	This Amendment No. 1 to the Annual Report on Form 10-K/A is filed as an amendment to the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the Securities and Exchange Commission (the “SEC”) by China Green Agriculture, Inc. (the "Company") on November 3, 2023 (the “Form 10K”). The purpose for the Amendment No. 1 is to include the reissued audit opinion on 2022 Financial Statements by the Company’s predecessor accounting firm, SS Accounting & Auditing, Inc. (the “SS Accounting”) which had not been included with the Form 10K filed on November 3, 2023. SS Accounting has reissued its previously issued audit report on December 15, 2023 with an unqualified opinion on the Company’s balance sheet statement as of June 30, 2022 and the related statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the fiscal year ended June 30, 2022, and the related notes and schedules (collectively referred to as the “2022 financial statements”). In predecessor accounting firm’s opinion, the 2022 financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and its cash flows for the year ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America, and the previous report on those statements is still appropriate.In this Amendment No. 1, the following changes were included: ● We included SS Accounting’s reissued audit report dated November 10, 2022. This Form 10-K/A does not reflect events that may have occurred subsequent to the original filing date of November 3, 2023 and does not modify or update in any other way disclosures made in the Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and 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 Form 10-K/A contains the complete text of Item 15, the financial statements, and the currently dated certifications of our Chief Executive Officers and Chief Financial Officer. Capitalized terms not otherwise defined have the meanings ascribed to them in the Form 10-K. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events, results, or developments that have occurred or facts that have become known to us after the date of the Original Form 10-K (other than as discussed above), and such forward-looking statements should be read in their historical context.
Entity Central Index Key	0000857949
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-34260
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	36-3526027
Entity Address, Address Line One	Third floor
Entity Address, Address Line Two	Borough A, Block A
Entity Address, Address Line Three	No. 181, South Taibai Road
Entity Address, City or Town	Xi’an
Entity Address, Country	CN
Entity Address, Postal Zip Code	710065
City Area Code	+86
Local Phone Number	29-88266368
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Document Financial Statement Error Correction [Flag]	false
Auditor Name	GAO CPA FIRM
Auditor Location	Frisco, Texas
Auditor Firm ID	6437
No Trading Symbol Flag	true

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Current Assets
Cash and cash equivalents	$ 71,142,188	$ 57,770,303
Digital assets	210,342
Accounts receivable, net	16,455,734	28,792,891
Inventories, net	46,455,131	42,198,186
Prepaid expenses and other current assets	2,603,489	4,285,198
Amount due from related parties	27,560	13,064
Advances to suppliers, net	14,332,715	20,711,891
Total Current Assets	151,227,159	153,771,533
Plant, property and equipment, net	16,690,245	18,870,152
Other assets	9,784	10,600
Other non-current assets	5,092,721	7,527,422
Intangible assets, net	13,563,635	14,935,488
Deferred Tax Asset	97,820
Total Assets	186,681,364	195,115,195
Current Liabilities
Accounts payable	2,100,449	1,670,655
Customer deposits	5,489,781	7,994,669
Accrued expenses and other payables	14,929,427	13,734,764
Amount due to related parties	5,439,209	5,192,496
Taxes payable	27,070,961	26,954,838
Short term loans	5,346,640	4,031,100
Interest payable		765,909
Total Current Liabilities	60,376,467	60,344,431
Long-term Liabilities
Long-term loans	937,040
Total Liabilities	61,313,507	60,344,431
Commitments and Contingencies
Stockholders’ Equity
Preferred Stock, $.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively
Common stock, $.001 par value, 115,197,165 shares authorized, 13,380,914 and 12,141,467 shares issued and outstanding as of June 30, 2023 and June 30, 2022, respectively	13,381	12,141
Additional paid-in capital	242,090,576	224,676,686
Statutory reserve	26,728,079	26,870,968
Retained earnings	(116,513,686)	(103,374,589)
Accumulated other comprehensive income (loss)	(26,950,493)	(13,414,442)
Total Stockholders’ Equity	125,367,857	134,770,764
Total Liabilities and Stockholders’ Equity	$ 186,681,364	$ 195,115,195

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