UNITED STATES


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrantþ

Filed by a Party other than the Registrant     ¨

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þDefinitive Proxy Statement
  
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o¨Soliciting Material Pursuant to §240.14a-12

CHINA GREEN AGRICULTURE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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October 27, 2011

28, 2013

Dear Stockholder:

On behalf of the Board of Directors of China Green Agriculture, Inc. (the “Company” or “we”), I invite you to attend our 20112013 Annual Meeting of Stockholders (the “Annual Meeting”).  We hope you can join us.  The Annual Meeting will be held:

 At:Beijing Gufeng Chemical Products

Shaanxi Techteam Jinong Humic Acid Product Co., Ltd

Ltd.

Xi’an Office, 3F, Borough A, Block A

No. 6 Mafang Logistics Park

Pinggu, Beijing,181 South Taibai Road Xi’an Shaanxi, People’s Republic of China

 On:December 9, 201123, 2013

 Time:10:00 a.m., local time

The Notice of Annual Meeting of Stockholders, the Proxy Statement, the proxy card, and our 20112013 Annual Report accompany this letter.

At the Annual Meeting, we will report on important activities and accomplishments of the Company and review the Company’s financial performance and business operations.  You will have an opportunity to ask questions and gain an up-to-date perspective on the Company and its activities, and to meet certain directors and key executives of the Company.

As discussed in the enclosed Proxy Statement, the Annual Meeting will also be devoted to the (i) the election of directors, (ii) a non-binding advisory vote on executive compensation, a so-called “Say-on-Pay” proposal,approval of an amendment to the Company’s 2009 Equity Incentive Plan to increase the number of shares of common stock reserved under the Plan, and (iii) a non-binding advisory vote on the frequency of the advisory vote on executive compensation, a so-called “Say-When-on-Pay” proposal, and (iv) consideration of any other business matters properly brought before the Annual Meeting.

We know that many of our stockholders will be unable to attend the Annual Meeting.  We are soliciting proxies so that each stockholder has an opportunity to vote on all matters that are scheduled to come before the stockholders at the Annual Meeting.  Whether or not you plan to attend, please take the time now to read the Proxy Statement and vote via the Internet or, if you prefer, submit by mail a paper copy of your proxy or voter instructions card, so that your shares are represented at the meeting.  You may also revoke your proxy or voter instructions before or at the Annual Meeting.  Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.

Thank you for your continuing interest in China Green Agriculture, Inc.  We look forward to seeing you at the Annual Meeting.

If you have any questions about the Proxy Statement, please contact us at China Green Agriculture, Inc., 3rd Floor, Borough A, Block A. No. 181, South Taibai Road, Xian, Shaanxi Province, People’s Republic of China 710065.

 Sincerely,
  
 /s/ Tao Li
 Tao Li
 President and Chief Executive Officer

TABLE OF CONTENTS
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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS41
PROXY STATEMENT52
PROPOSAL 1 – ELECTION OF DIRECTORS85
PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATIONapproval of amendment No. 2 to the Company’s 2009 Equity Incentive Plan to increase the number of shares of common stock reserved under the Plan11
PROPOSAL 3 – ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION127
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT1311
EXECUTIVE COMPENSATION1512
REPORT OF THE COMPENSATION COMMITTEE1713
EXECUTIVE COMPENSATION TABLES1814
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL2117
DIRECTOR COMPENSATION2217
CORPORATE GOVERNANCE2419
REPORT OF THE AUDIT COMMITTEE2722
STOCKHOLDER PROPOSALS2823
ANNUAL REPORT ON FORM 10-K2823
OTHER MATTERS2823

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CHINA GREEN AGRICULTURE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on

December 9, 2011

23, 2013

To the Stockholders of CHINA GREEN AGRICULTURE, INC.:

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of China Green Agriculture, Inc., a Nevada corporation (the “Company”), will be held on Friday,Monday, December 9, 2011,23, 2013, at 10:00 a.m., local time, at the headquarters of our wholly-owned subsidiary Beijing Gufeng Chemical ProductsShaanxi Techteam Jinong Humic Acid Product Co., Ltd, locatedLtd. at 3F, Borough A, Block A, No. 6 Mafang Logistics Park, Pinggu, Beijing,181 South Taibai Road Xi’an Shaanxi, People’s Republic of China for the following purposes:


1.To elect five persons to the Board of Directors of the Company, each to serve until the next annual meeting of stockholders of the Company or until such person shall resign, be removed or otherwise leave office;

2.To hold a non-binding advisory vote on executive compensation, a so-called “Say-on-Pay” proposal;

3. To hold a non-binding advisory vote onamend the frequencyCompany’s 2009 Equity Incentive Plan to increase the number of the advisory vote on executive compensation, a so-called “Say-When-on-Pay” proposal;shares that are available for issuance thereunder; and

4. 3.To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Only stockholders of record at the close of business on October 17, 2011November 4, 2013 (the “Record Date”), are entitled to notice and to vote at the Annual Meeting and any adjournment or postponement thereof.  In accordance with the rules of the Securities and Exchange Commission, we will post our proxy materials on the Internet beginning on October 28, 2011,November 8, 2013, the date we will mail Notices of Internet Availability of Proxy Materials (and, to the extent required or appropriate, full sets of proxy materials) to the holders of record and beneficial owners of our common stock as of the close of business on the Record Date.

A Proxy Statement describing the matters to be considered at the Annual Meeting is attached to this Notice. Our 20112013 Annual Report accompanies this notice, but it is not deemed to be part of the Proxy Statement.

It is important that your shares are represented at the Annual Meeting.  We urge you to review the attached Proxy Statement and, whether or not you plan to attend the Annual Meeting in person, please vote your shares promptly by casting your vote via the Internet or, if you receive a full set of proxy materials by mail or request one be mailed to you, and prefer to mail your proxy or voter instructions, please complete, sign, date, and return your proxy or voter instructions card in the pre-addressed envelope provided, which requires no additional postage if mailed in the United States.  You may revoke your vote by submitting a subsequent vote over the Internet or by mail before the Annual Meeting, or by voting in person at the Annual Meeting.

If you plan to attend the meeting, please notify us of your intentions.  This will assist us with meeting preparations.  If your shares are not registered in your own name and you would like to attend the Annual Meeting, please follow the instructions contained in the Notice of Internet Availability of Proxy Materials and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain a valid proxy from it.  This will enable you to gain admission to the Annual Meeting and vote in person.

 By Order of the Board of Directors,
  
 /s/ Tao Li
 
Tao Li
Chairman of the Board

October 28, 2013

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October 27, 2011
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CHINA GREEN AGRICULTURE, INC.


3rd Floor, Borough A, BlackBlock A. No. 181

South Taibai Road, Xi’an, Shaanxi Province

People’s Republic of China 710065

 

PROXY STATEMENT

 

INFORMATION CONCERNING SOLICITATION AND VOTING

This Proxy Statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors of China Green Agriculture, Inc., a Nevada corporation (the “Company” or “we”), for our 20112013 Annual Meeting of Stockholders (the “Annual Meeting”).  The Annual Meeting will be held on Friday,Monday, December 9, 2011,23, 2013, at 10:00 a.m., local time, and at any adjournment(s) or postponement(s) thereof, at the headquarters of our wholly-owned subsidiary, Beijing Gufeng Chemical ProductsShaanxi Techteam Jinong Humic Acid Product Co., Ltd. (“Gufeng”), located at 3F, Borough A, Block A, No. 6 Mafang Logistics Park, Pinggu, Beijing,181 South Taibai Road Xi’an Shaanxi, People’s Republic of China.

The date on which the Proxy Statement and form of proxy card are intended to be sent or made available to stockholders is October 28, 2011.

November 8, 2013.

The purposes of the Annual Meeting are to seek stockholder approval of the following proposals: (i) electing five (5) directors to our Board of Directors (the “Board”), and (ii) a non-binding advisory vote on executive compensation, a so-called “Say-on-Pay” proposal, and (iii) a non-binding advisory vote onapproval of Amendment No. 2 to the frequencyCompany’s 2009 Equity Incentive Plan to increase the number of shares of common stock reserved under the advisory vote on executive compensation, a so-called “Say-When-on-Pay” proposal.Plan.  We will also transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Who May Vote

Only stockholders of record of our common stock, par value $.001 per share, as of the close of business on October 17, 2011November 4, 2013 (the “Record Date”) are entitled to notice and to vote at the Annual Meeting and any adjournment or adjournments thereof.

A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting, during office hours, at our executive offices located at 3rd Floor, Borough A, Block A. No. 181, South Taibai Road, Xian, Shaanxi Province, People’s Republic of China 710065, by contacting our Chief Financial Officer.

The presence at the Annual Meeting of one-third of the outstanding shares of our common stock as of the Record Date, in person or by proxy, is required for a quorum.  Should you submit a proxy or voter instructions, even though you abstain as to one or more proposals, or you are present in person at the Annual Meeting, your shares shall be counted for the purpose of determining if a quorum is present.

Broker “non-votes” are not included for the purposes of determining whether a quorum of shares is present at the Annual Meeting.  A broker “non-vote” occurs when a nominee holder, such as a brokerage firm, bank or trust company, holding shares of record for a beneficial owner does not vote on a particular proposal because the nominee holder does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

As of the Record Date,October 24, 2013, we had issued and outstanding 26,941,85931,820,176 shares of our common stock. Each record holder of our common stock on the Record Date is entitled to one vote for each share then held on all matters to be voted at the Annual Meeting.  No other class of voting securities was then outstanding.

Voting Your Proxy

You may vote by proxy over the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials mailed to you or your household.  If you have received printed copies of the proxy materials by mail, or if you request printed copies of the proxy materials by mail by following the instructions on the Notice of Internet Availability of Proxy Materials, you can also vote by mail by completing, dating, and signing the proxy or voter instructions card and mailing it in the pre-addressed envelope provided, which requires no additional postage if mailed in the United States.  You may submit your vote over the Internet until 11:59 pm,59pm, EST, on December 7, 2011.22, 2013.  If you vote by mail, please be aware that we can recognize your vote only if we receive it by close of business on the day before the Annual Meeting.

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You may also vote in person at the Annual Meeting.  If your shares are held through a broker, trust, bank, or other nominee, please refer to the Notice of Internet Availability of Proxy Materials and any other information forwarded to you by such holder of record to obtain a valid proxy from it.  You will need to bring this legal proxy with you to the Annual Meeting in order to vote in person.

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The shares represented by any proxy duly given will be voted at the Annual Meeting in accordance with the instructions of the stockholder.  If no specific instructions are given, the shares will be voted FOR the election of the nominees for director set forth herein, FOR the approval of our executive compensation as disclosed in this Proxy Statement, and FOR holding the non-binding advisory vote on executive compenstion every three years.herein.  In addition, if other matters come before the Annual Meeting, the persons named in the accompanying form of proxy will vote in accordance with their best judgment with respect to such matters.

Each share of our common stock outstanding on the Record Date will be entitled to one vote on all matters. Under Proposal 1 (Election of Directors), the five candidates proposed for election as directors at the Annual Meeting are uncontested. In uncontested elections, directors are elected by majority of the votes cast at the Annual Meeting. In counting the votes cast, only those cast “for” and “against” a matter are included.  Please note that you cannot vote “against” a nominee for director, although you may withhold your vote from a nominee.

Shares which abstain or which are withheld from voting as to a particular matter, and shares held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter, will not be counted as votes in favor of such matter, and will also not be counted as shares voting on such matter. Accordingly, abstentions, withheld votes, and “broker non-votes” will have no effect on the voting on matters that require the affirmative vote of a plurality or a majority of the votes cast or the shares voting on the matter.

Stockholders have no cumulative voting rights or dissenter’s or appraisal rights relating to the matters to be acted upon at the Annual Meeting.

Revoking Your Proxy

Even if you submit a proxy or voter instructions, you may revoke your proxy and change your vote. You may revoke your proxy or voter instructions by submitting a new proxy or voter instructions over the Internet by using the procedure to vote your shares online described in the Notice of Internet Availability of Proxy Materials.  You may also revoke your proxy by mail by requesting a copy be mailed to you, executing a subsequently dated proxy or voter instructions card, and mailing it in the pre-addressed envelope, which requires no additional postage if mailed in the United States.  You may also revoke your proxy by your attendance and voting in person at the Annual Meeting.  Mere attendance at the meeting will not revoke a proxy or voter instructions.  We will vote the shares in accordance with the directions given in the last proxy or voter instructions submitted in a timely manner before the Annual Meeting.  You may revoke your vote over the Internet until 11:59 pm, EST, on December 7, 2011.22, 2013.  If you revoke your vote by mail, please be aware that we can recognize the revoked vote only if we receive it by close of business on the day before the Annual Meeting.

If the Annual Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Annual Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous meeting.

You are requested, regardless of the number of shares you own or your intention to attend the Annual Meeting, to vote your shares as described above.

Solicitation of Proxies

We will pay the expenses relating to the solicitation of proxies. We may solicit proxies by mail, and our officers and employees may solicit proxies personally or by telephone and will receive no extra compensation from such activities. We will reimburse brokerage houses and other nominees for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares held by them.

Delivery of Proxy Materials to Households

Only one copy of the our 20112013 Annual Report, this Proxy Statement, and/or Notice of Internet Availability of Proxy Materials, as applicable, will be delivered to an address where two or more stockholders reside with the same last name or whom otherwise reasonably appear to be members of the same family based on the stockholders’ prior express or implied consent.

We will deliver promptly upon written or oral request a separate copy of the 20112013 Annual Report, this Proxy Statement, and/or Notice of Internet Availability of Proxy Materials, as applicable, upon such request.  If you share an address with at least one other stockholder, currently receive one copy of our annual report, proxy statement, and/or Notice of Internet Availability of Proxy Materials at your residence, and would like to receive a separate copy of our annual report, proxy statement, and Notice of Internet Availability of Proxy Materials for our future stockholder meetings, please follow the instructions for requesting materials indicated on the Notice of Internet Availability of Proxy Materials sent to your residence and specify this preference in your request.

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If you share an address with at least one other stockholder and currently receive multiple copies of annual reports, proxy statements, or Notices of Internet Availability of Proxy Materials, and you would like to receive a single copy of annual reports, proxy statements, or Notices of Internet Availability of Proxy Materials, please follow the instructions for requesting materials indicated on the Notice of Internet Availability of Proxy Materials sent to you and specify this preference in your request.

Interest of Officers and Directors in Matters to Be Acted Upon

None of our officers or directors has any interest in any of the matters to be acted upon at the Annual Meeting.


Meeting, except to the extent that a director is named as a nominee for election to the Board or a director or an officer may be granted equity award under our 2009 Equity Incentive Plan, as amended.

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PROPOSAL 1

ELECTION OF DIRECTORS

General

Our Bylaws provide that our Board of Directors shall be comprised of not less than one (1) director nor more than nine (9) directors, and directors are elected annually at the annual shareholders meeting. The Board of Directors is currently comprised of five (5) directors and will be comprised of five (5) directors effective immediately following the election if all the nominees are elected.

The Board of Directors has nominated for election five (5) persons as directors. Each nominee except for Ms. Yiru Shi, currently serves as one of our directors. All of the nominees have consented to serve as directors. If a nominee should not be available for election as contemplated, the proxy holders will vote for a substitute designated by the current Board of Directors. We are not aware of any nominee who will be unable or who will decline to serve as a director.

Directors Nominees


Director Nominee Position/Title Age
     
Tao Li Chairman of the Board of Directors 4547
     
Yu Hao Director 4648
     
Yizhao Zhang Director 4143
  Chairman of the Audit Committee  
  Compensation Committee Member  
  Nominating Committee Member  
     
Lianfu Liu Director 7375
  Chairman of the Nominating Committee  
  Audit Committee Member  
  Compensation Committee Member  
     
Yiru Shi Director Nominee 3840
Chairman of the Compensation Committee
Audit Committee Member
Nominating Committee Member

For information as to the shares of our common stock beneficially owned by each nominee, see the section “Securities Ownership of Certain Beneficial Owners and Management”, and as to other Board matters, see the section “Corporate Governance.“Board Information.”


The following are biographical summaries for our nominees for election as directors:


Tao Li, Chairman of the Board of Directors, Chief Executive Officer and President since December 26, 2007. Mr. Li has served as the President and CEO of Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., our wholly-owned subsidiary (“Jinong”), since 2000. Mr. Li established Xi’an TechTeam Industry (Group) Co., Ltd. in 1996 and established Jinong in 2000. Mr. Li is also currently the Chairman of Kingtone Wirelessinfo Solution Holding Ltd, a NASDAQ listed company. He graduated from Northwest Polytechnic University in Xi’an, China with a Master’s degree in heat and metal treatment. Mr. Li is the current Vice Chairman of the China Green Food Association. Previously, he has held positions at the World Bank Loan Office of China Education Commission, National Key Laboratory for Low Temperature Technology, and Northwest Polytechnic University. Mr. Li is active in Shaanxi Province business and trade organizations including as a member of the CPPCC Shaanxi Committee, the Shaanxi Provincial Decision-Making Consultation Committee, Vice Chairman of the Shaanxi Provincial Federation of Industry and Commerce, Vice President of the Shaanxi Overseas Friendship Association, Vice Chairman of the Shaanxi Provincial Credit Association, Vice Chairman of the Shaanxi Provincial Youth Entrepreneurs Association, Vice Chairman of the Xi’an Municipal Federation of Industry and Commerce and Vice Chairman of the Xi’an Municipal Youth Entrepreneurs Association. Mr. Li, as the founder of our company, has been critical to our success and his experience brings to the board of directors an irreplaceable perspective with respect to our business and the industry in which we compete. These attributes make Mr. Li an ideal candidate to serve as our Chairman.


Yu Hao, Director since December 26, 2007. Mr. Hao had served as our interim Chief Financial Officer from December 26, 2007 through April 23, 2008. Mr. Hao has also served as the Director of Finance at Jinong since 2002. Prior to that, he was a financial manager for Shaanxi Fengxiang Automobile Repair Plant, and Shaanxi Baoji Xinsanwei Import & Export Trading Co., Ltd. Mr. Hao holds a degree in Accounting from Northwest Institute of Light Industry. We believe that Mr. Hao’s knowledge of our company’s history and day-to-day operations and his experience in accounting and finance in the PRC qualify him to serve a director of our company.

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Yizhao Zhang, Director, Chairman of Audit Committee, Compensation Committee Member and Nominating Committee Member. He has served as a director of our company since March 27, 2008. He is currently assisting various Chinese companies in preparing to offer their securities overseas.  Currently he is also a director of Kaisa Group Holdings Ltd. (HK: 01638), China Education Alliance, Inc. (OTC QX: CEAI) and China Carbon Graphite, Inc. (OTC BB: CHGI). Mr. Zhang has over 1417 years of experience in portfolio investment,accounting and internal control, corporate finance, and accounting. From August 2009 to August 2010, he was the Chief Financial Officer ofportfolio management. Previously, Mr. Zhang held senior positions or directorships at China Education Alliance, Inc., Universal Travel Group, (NYSE: UTA). From August 2008 to January 2009, he was the Chief Financial Officer of EnergroupEnergroups Holdings Corp.  From May 2007 through May 2008, he was Chief Financial Officer ofCorporation, Shengtai Pharmaceutical Inc. From April 2006 through December 2006, he was the Deputy Chief Financial Officer ofInc, Chinawe Asset Management Corporation and China Natural Resources Inc., a NASDAQ-listed company. From April 2005 through April 2006, he was the vice presidentIncorporation. Mr. Zhang also held positions in portfolio management and senior manager in Chinawe Asset Management Consultancy Limited, a US public company which mainly manages non-performing loan assets in China. Previously, he worked from a foreign exchange and common stock trader to a portfolio manager in theasset trading at Guangdong South Financial ServiceServices Corporation from 1993 to 1999. Mr. ZhangHe is a certified public accountant inCertified Public Accountant of the State of Delaware, and a member of the American Institute of Certified Public Accountants (AICPA). He also has the Chartered Global Management Accountant (CGMA) designation. Mr. Zhang receivedgraduated with a bachelorbachelor’s degree in Economicseconomics from Fudan University, Shanghai in 1992 and obtained an MBA degreereceived a Master of Business Administration with Financial Analysisconcentrations in financial analysis and Accounting concentrationsaccounting from the State University of New York University at Buffalo in 2003. Currently Mr. Yizhao Zhang is a director of China Education Alliance, Inc., a NYSE listed company, and China Carbon Graphite, Inc, an OTCBB company, respectively. He is also a director of a Hong Kong Stock Exchange listed company, Kaisa Group Holdings Ltd., which is one of the biggest property developers in mainland China. We believe Mr. Zhang’s extensive financial and accounting experience with various publicly traded companies qualifies Mr. Zhang to serve as an independent director of our company and serve as the Chairman of our Audit Committee.


Lianfu Liu, Director, Chairman of Nominating Committee, Audit Committee Member and Compensation Committee Member. Mr. Liu has served as a director of our company since December 26, 2007. Mr. Liu has served as the Chairman of the China Green Food Association since 1998. From 1992 to 1998, Mr. Liu was a Director and Senior Engineer for the China Green Food Development Center. Prior to that, Mr. Liu was a Vice Director of the PRC Ministry of Agriculture. Mr. LiLiu graduated from Beijing Forestry University and studied soil conservation. We believe Mr. Liu’s experience in the agricultural industry in the PRC allows him to bring a unique perspective as an independent director of our company.


Yiru Shi,Director, Nominee.Chairman of the Compensation Committee, Audit Committee Member and Nominating Committee Member. Ms. Shi has served as a director of our company since December 9, 2011. Ms. Shi previously served as an as an independent director for Kingtone Wirelessinfo Solution Holding Ltd (Nasdaq: KONE) from March 2010 to July 2011. Prior to that, Ms. Shi served as chief financial officer ofChief Financial Officer at China Infrastructure Construction Inc. from December 2009 to October 2010. Previously, she served as chief financial officer of2010 and Chief Financial Officer at Shengtai Pharmaceutical Inc. from 2008 to December 2009. Prior to that, Ms. Shi served as Audit Manager at Kabani & Co. Inc. from 2005 to 2008. Ms. Shi graduated from the University of California, Irvine with aan MBA degree in 2003 and Beijing Polytechnic University in 1997 with a Bachelor’s degree in Computer Science and International Trade and Business. Ms. Shi is a CPA in the United States and is fluent in English and Chinese. We believe Ms. Shi’s technical accounting background, strong academic credentials and substantial experience as a director and officer of other public companies qualifies Ms. Shi to serve on, and be a significant addition to, our Board of Directors.


The following is the biography of Mr. Robert B. Fields, who currently serves as a director of our company, but who is not up for reelection at the Annual Meeting:

Robert B. Fields, Director, Chairman of Compensation Committee, Audit Committee Member and Nominating Committee Member.  Mr. Fields has served as a director of our company since February 7, 2010.  Since 2001, Mr. Fields has served as the Chairman of ActForex, Inc., a New York fully hosted management service provider of proprietary software for currency trading with over 20,000 registered traders. Since August 3, 2010, Mr. Fields has served as an independent director of Sun River Energy, Inc. (OTCBB: SNRV). From April 25, 2008 to June 28, 2010, Mr. Fields served as an independent director, member of Audit Committee and member of Compensation Committee of SkyPeople Fruit Juice, Inc.(Amex: SPU).  In June 2000, Mr. Fields was appointed to the Board of Statmon Technologies, Inc. (OTCBB: STCA) and continues to serve on that board as well as to serve as Chairman of Statmon’s Audit Committee. From June 2005 through May 31, 2006, Mr. Fields served on the Board of Directors and as Chairman of the Audit Committee of Genoil Inc. (OTCBB: GNOLF.OB). From 1999 to 2002, Mr. Fields was Executive Advisor to Laidlaw Global Corp. (AMEX). From 1997 to 1998, Mr. Fields served as Vice Chairman and, from 1997 to 1999, as a director of Laidlaw Ship Funding Ltd. Mr. Fields was President of the Friars National Association Foundation, Inc., a philanthropy of the arts based in New York for the last three yeas, and since 1998 Mr. Fields has held various officer positions with the organization and is currently a trustee. From 1995 to 1998 he was a director of Hospital Staffing Services, Inc. (NYSE), and prior to that Mr. Fields also served as President and CEO of L’Express Inc., a New Orleans based interstate regional airline, EVP of American Finance Group in Boston, and as a director and on the Audit Committee of Flight International Group of Newport News, Virginia, a public company. Additionally, Robert Fields was managing director of Equifund, L.P. Since 1979 he has served as the President of Tradestar Ltd., his wholly owned consulting firm that specializes in asset appreciation. Additionally, since 2006, Mr. Fields has served as the managing member of Petrofields LLC, based in New York.  Mr. Xia’s capital market and financial experience qualified him to serve as a director of company and to provide us necessary guidance as a U.S. public company.  We believe Mr. Fields’ extensive experience as a director of many public companies, his financial experience and diversified business acumen qualify him to serve as an independent director of our company and to provide us necessary guidance as a U.S. public company.

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Executive Officers of the Company


Executive Officers Position/Title Age
     
Tao Li Chief Executive Officer and President 4547
     
Ken Ren Chief Financial Officer 35
Qing Xin JiangChief Executive Officer of Beijing Gufeng Chemical Products Co., Ltd4137

The following is the biographical summariessummary of Mr. Ken Ren, our Chief Financial Officer, and Mr. Qing Xin Jiang, the Chief Executive Officer of Beijing Gufeng Chemical Products Co., Ltd., our wholly-owned PRC subsidiary acquired in July 2010 (“Gufeng”).Officer. Mr. Li’s biographical summary is set forth above with the director nominees.

Ken Ren. Mr. Ren has served as the Chief Financial Officer of our company since April 23, 2010. Prior to joining our company, he served as a capital market analyst for the Federal Home Loan Bank of Des Moines since April 2009, where he analyzed, priced, and assisted in trading investments and issuing debt, conducted hedges and performed relative value analysis in the bank’s capital market group. From March 2008 to April 2009, Mr. Ren served as a senior investment associate at an asset management subsidiary of Wells Fargo, which provides money management services to institutional clients. Prior to that, Mr. Ren served as a portfolio analyst at Risk, Valuation and Analytics department, GMAC-ResCap from January 2007 through December 2007, where he was responsible for risk analytics in managing the credit residual portfolio. He worked in the ABS task force for Commerzbank from December 2007 to March 2008. Mr. Ren received a Ph.D. degree in Operations Research in 2006, and a M.S. degree in Computational Finance in 2004, both from Purdue University.

Qing Xin Jiang.  Mr. Jiang has served as the Chairman and Chief Executive Officer of Gufeng, our wholly-owned subsidiary we acquired in July 2010, since Mr. Jiang founded Gufeng in 2000.  Prior to that, Mr. Jiang held a position with the Pinggu Government of Beijing, where he was in charge of Pinggu township enterprises. Mr. Jiang graduated from Bejing Agricultural College and obtained a bachelor's degree in economics.

Vote Required and Board of Directors’ Recommendation

Assuming a quorum is present, the affirmative vote of a plurality of the votes cast at the Meeting, either in person or by proxy, is required for the election of a director. For purposes of the election of directors, abstentions and broker non-votes will have no effect on the result of the vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE


FORTHESE NOMINEES.

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PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION
We seek a non-binding advisory vote

APPROVAL OF AMENDMENT NO. 2 TO THE COMPANY’S 2009 EQUITY INCENTIVE PLAN

TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED UNDER THE PLAN

Our Board of Directors, acting upon the recommendation of the Board of Directors’ Compensation Committee, has approved an Amendment No. 2 to the Company’s 2009 Equity Incentive Plan (the “Plan”) for an increase in the number of authorized shares of common stock under the Plan (the “Amendment”) and recommends that the amendment be approved and adopted by the Company’s stockholders and directs that such proposal be submitted to at the annual meeting.

On October 27, 2009, our Board of Directors adopted the Plan, which was approved by our shareholders at our annual shareholders meeting in December 2009 whereby 2.26 million shares of the Company’s common stock to be reserved for issuance. On October 19, 2012, our Board of Directors adopted and approved Amendment No. 1 to the 2009 Stock Incentive Plan to increase the number of shares of the Company’s common stock available for issuance thereunder from 2.26 million shares to 5.26 million. The Amendent No. 1 was approved by the stockholders at the annual shareholders meeting on December 15, 2012. On October 25, 2013, our stockholdersBoard of Directors adopted and approved Amendment No. 2 to approve the compensation2009 Stock Incentive Plan, subject to shareholders approval. The purpose for the Amendment No. 2 was to increase the number of shares of the Company’s common stock available for issuance thereunder by another 3 million shares to 8.26 million shares of the Company’s common stock.

Pursuant to Section 1.5 of the Plan, the maximum number of shares of common stock of the Company that are available for issuance under the Plan is 5.26 million. As of October 24, 2013, we have issued shares of restricted stock or stock options to purchase of shares of common stock in an aggregate of 4,988,136 shares and 271,864 shares of common stock are available for issuance under the Plan.

The Compensation Committee of our executiveBoard of Directors has reviewed the Plan and determined that the Plan requires additional available shares for issuance to provide flexibility with respect to stock-based compensation that the Compensation Committee believes is necessary to establish appropriate long-term incentives to achieve our objectives. Our Board of Directors believes that it is advisable to increase the 5.26 million share limit to 8.26 million shares in order to attract and compensate employees, officers, directors and other eligible participants upon whose judgment, initiative and effort we depend. The issuance of award under the Plan to these eligible participants is designed to align the interests of such participants with those of our stockholders.

The proposed amendment to the Plan increases the number of shares of common stock that may be issued as describedawards under “Executive Compensation — Compensation Discussion and Analysis”the Plan by 3 million shares, or approximately 9.4% of the 31,820,176 shares of common stock outstanding as of October 24, 2013. As amended, the Plan will continue to provide that all of the shares authorized for issuance (including the increased shares) may be granted as incentive stock options and the tabular disclosure regarding named executive officer compensation (togetherPlan will also continue to provide for appropriate adjustments in the number of shares in the event of a stock dividend, recapitalization, merger or similar transaction.

The following is a summary of the principal features of the Plan. The summary below is qualified in its entirety by the terms of the Plan, as proposed to be amended, a copy of which is attached hereto as Appendix A and is incorporated by reference herein.

Shares Available

Our Board of Directors has authorized, subject to stockholder approval, to reserve an additional 3 million shares of our common stock for issuance under the Plan. In the event of any stock dividend, stock split, reverse stock split, share combination, recapitalization, merger, consolidation, spin-off, split-up, reorganization, rights offering, liquidation, or any similar change event of or by our company, appropriate adjustments will be made to the shares subject to the Plan and to any outstanding Awards. Shares available for Awards under the Plan may be either newly-issued shares or treasury shares.

In certain circumstances, shares subject to an outstanding Award may again become available for issuance pursuant to other Awards available under the Plan. For example, shares subject to forfeited, terminated, canceled or expired Awards will again become available for future grants under the Plan. In addition, shares subject to an Award that are withheld by us to satisfy tax withholding obligations shall also be made available for future grants under the Plan.

Administration

The Plan will be administered by a committee of our Board of Directors appointed by our Board of Directors to administer the Plan or if such a committee is not appointed or unable to act, then our entire Board of Directors (the “Committee”). The Committee will consist of at least two members who are non-employee directors within the meaning of Rule 16b-3 under the Exchange Act. With respect to the participation of individuals who are subject to Section 16 of the Exchange Act, the Plan is administered in compliance with the accompanying narrative disclosure)requirements of Rule 16b-3 under the Exchange Act. In the event that the Compensation Committee of the Board (“Compensation Committee”) meets the requirements stated above, such Compensation Committee shall be the Committee hereunder unless otherwise determined by the Board. Subject to the provisions of the Plan, the Committee determines the persons to whom grants of options, SARs and shares of restricted stock are to be made, the number of shares of common stock to be covered by each grant and all other terms and conditions of the grant. If an option is granted, the Committee determines whether the option is an incentive stock option or a nonstatutory stock option, the option's term, vesting and exercisability, the amount and type of consideration to be paid to our company upon the option's exercise and the other terms and conditions of the grant. The terms and conditions of restricted stock and SAR Awards are also determined by the Committee. The Committee has the responsibility to interpret the Plan and to make determinations with respect to all Awards granted under the Plan. All determinations of the Committee are final and binding on all persons having an interest in the Plan or in any Award made under the Plan. The costs and expenses of administering the Plan are borne by our company.

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Eligibility

Eligible individuals include our and our subsidiaries' employees (including our and our subsidiaries' officers and directors who are also employees) or consultants whose efforts, in the judgment of the Committee, are deemed worthy of encouragement to promote our growth and success. Non-employee directors of our Board of Directors are also eligible to participate in the Plan. All eligible individuals may receive one or more Awards under the Plan, upon the terms and conditions set forth in the Plan. There is no assurance that an otherwise eligible individual will be selected by the Committee to receive an Award under the Plan. Because future Awards under the Plan will be granted in the discretion of the Committee, the type, number, recipients and other terms of such Awards cannot be determined at this time.

Stock Options and SARs

Under the Plan, the Committee is authorized to grant both stock options and SARs. Stock options may be either designated as non-qualified stock options or incentive stock options. Incentive stock options, which are intended to meet the requirements of Section 422 of the Internal Revenue Code such that a participant can receive potentially favorable tax treatment, may only be granted to employees. Therefore, any stock option granted to consultants and non-employee directors are non-qualified stock options. The tax treatment of incentive and non-qualified stock options is generally described later in this proxy statement.summary. SARs may be granted either alone or in tandem with stock options. A SAR entitles the participant to receive the excess, if any, of the fair market value of a share on the exercise date over the strike price of the SAR. This amount is payable in cash, except that the Committee may provide in an Award agreement that benefits may be paid in shares of our common stock. In general, if a SAR is granted in tandem with an option, the exercise of the option will cancel the SAR, and the exercise of the SAR will cancel the option. Any shares that are canceled will be made available for future Awards. The Committee, in its sole discretion, determines the terms and conditions of each stock option and SAR granted under the Plan, including the grant date, option or strike price (which, in no event, will be less than the par value of a share), whether a SAR is paid in cash or shares, the term of each option or SAR, exercise conditions and restrictions, conditions of forfeitures, and any other terms, conditions and restrictions consistent with the terms of the Plan, all of which will be evidenced in an individual Award agreement between us and the participant.

Certain limitations apply to incentive stock options and SARs granted in tandem with incentive stock options. The per share exercise price of an incentive stock option may not be less than 100% of the fair market value of a share of our common stock on the date of the option's grant and the term of any such option shall expire not later than the tenth anniversary of the date of the option's grant. In addition, the per share exercise price of any option granted to a person who, at the time of the grant, owns stock possessing more than 10% of the total combined voting power or value of all classes of our stock must be at least 110% of the fair market value of a share of our common stock on the date of grant and such option shall expire not later than the fifth anniversary of the date of the option's grant.

Options and SARs granted under the Plan become exercisable at such times as may be specified by the Committee. In general, options and SARs granted to participants become exercisable in three equal annual installments, subject to the optionee's continued employment or service with us. However, the aggregate value (determined as of the grant date) of the shares subject to incentive stock options that may become exercisable by a participant in any year may not exceed $100,000. If a SAR is granted in tandem with an option, the SAR will become exercisable at the same time or times as the option becomes exercisable.

Except as otherwise set forth in the Award agreement, options shall expire after a term of five years. However, the maximum term of options and SARs granted under the Plan is ten years. If any participant terminates employment due to death or disability or retirement, the portion of his or her option or SAR Awards that were exercisable at the time of such termination may be exercised for one year from the date of termination. In the case of any other termination, the portion of his or her option or SAR Awards that were exercisable at the time of such termination may be exercised for three months from the date of termination. However, if the remainder of the option or SAR term is shorter than the applicable post-termination exercise period, the participant's rights to exercise the option or SAR will expire at the end of the term. In addition, if a participant's service terminates due to cause, all rights under an option or SAR will immediately expire, including rights to the exercisable portion of the option or SAR. Shares attributable to an option or SAR that expire without being exercised will be forfeited by the participant and will again be available for Award under the Plan.

Unless limited by the Committee in an Award agreement, payment for shares purchased pursuant to an option exercise may be made (i) in cash, check or wire transfer, (ii) subject to the Committee's approval, in shares already owned by the participant (including restricted shares held by the participant at least six months prior to the exercise of the option) valued at their fair market value on the date of exercise, or (iii) through broker-assisted cashless exercise procedures.

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Restricted Stock

Under the Plan, the Committee is also authorized to make Awards of restricted stock. A restricted stock Award entitles the participant to all of the rights of a stockholder of our company, including the right to vote the shares and the right to receive any dividends. However, the Committee may require the payment of cash dividends to be deferred and if the Committee so determines, re-invested in additional shares of restricted stock. Before the end of a restricted period and/or lapse of other restrictions established by the Committee, shares received as restricted stock shall contain a legend restricting their transfer, and may be forfeited (i) in the event of termination of employment, (ii) if our company or the participant does not achieve specified performance goals after the grant date and before the participant's termination of employment or (iii) upon the failure to achieve other conditions set forth in the Award agreement.

An Award of restricted stock will be evidenced by a written agreement between us and the participant. The Award agreement will specify the number of shares of our common stock subject to the Award, the nature and/or length of the restrictions, the conditions that will result in the automatic and complete forfeiture of the shares and the time and manner in which the restrictions will lapse, subject to the Award holder's continued employment by us, and any other terms and conditions the Committee shall impose consistent with the provisions of the Plan. The Committee also determines the amount, if any, that the participant shall pay for the shares of restricted stock. However, the participant must be required to pay at least the par value for each share of restricted stock. Upon the lapse of the restrictions, any legends on the shares of our common stock subject to the Award will be re-issued to the participant without such legend.

Unless the Committee determines otherwise in the Award or other agreement, if a participant terminates employment for any reason, all rights to restricted stock that are then forfeitable will be forfeited. Restricted stock that is forfeited by the participant will again be available for Award under the Plan.

Other Stock-Based Awards

Under the Plan, the Committee is also authorized to grant other stock-based awards valued in whole or in part by reference to or otherwise based on stock (“Other Stock-Based Awards”), which include performance shares, convertible preferred stock (to the extent a series of preferred stock is authorized), convertible debentures, warrants, exchangeable securities and awards based of stock or options based on fair market value, book value, or performance by the Company or any subsidiary, affiliate or division. Other Stock-Based Awards may be granted in tandem with other Awards under the Plan.

Other Stock-Based Awards may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date to which the stock is issued or, if later, the date on which any applicable restriction, performance or deferral period lapses. The recipient of an Other Stock-Based Award, subject to the terms of the grant agreement, is entitled to interest or dividends with respect to the number of shares covered by their Other Stock-Based Award.

Change in Control Provisions

In the event of a change in control of the Company, and except as otherwise set forth in the applicable grant agreement, all unvested portions of Awards shall vest immediately. Awards, whether or not then vested, shall be continued, assumed, or have new rights as determined by the Committee in its sole discretion, and restrictions to which any shares of Restricted Stock or any other Award granted prior to the change in control are subject shall not lapse. Awards shall, where appropriate at the Committee’s discretion, receive the same distribution of the Company’s common stock on such terms as determined by the Committee. Upon a change in control, the Committee may also provide for the purchase of any Awards for an amount of cash per share of common stock issuable under the Award equal to the excess of the highest price per share of the Company’s common stock paid in any transaction related to a change in control of the Company over the exercise price of such Award.

Fair Market Value

Under the Plan, fair market value means the fair market value of the shares based upon (i) the closing selling price of a share of our common stock as quoted on the principal national securities exchange on which the stock is traded, if the stock is then traded on a national securities exchange, or (ii) the closing bid price per share last quoted on that date by an established quotation service for over-the-counter securities, if the common stock is not then traded on a national securities exchange.

Transferability Restrictions

Generally and unless otherwise provided in an Award agreement, shares or rights subject to an Award cannot be assigned or transferred other than by will or by the laws of descent and distribution and Awards may be exercised during the participant's lifetime only by the participant or his or her guardian or legal representative. However, a participant may, if permitted by the Committee, in its sole discretion, transfer an Award, or any portion thereof, to one or more of the participant's spouse, children or grandchildren, or may designate in writing a beneficiary to exercise an Award after his or her death.

Termination or Amendment of the Incentive Plan

Unless sooner terminated, no Awards may be granted under the Plan after October 27, 2019. Our Board of Directors may amend or terminate the Plan at any time, but our Board of Directors may not, without stockholder approval, amend the Plan to increase the total number of shares of our common stock reserved for issuance of Awards. In addition, any amendment or modification of the Plan shall be subject to stockholder approval as required by any securities exchange on which our common stock is listed. No amendment or termination may deprive any participant of any rights under Awards previously made under the Plan.

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This proposal gives

Summary of Federal Income Tax Consequences of the Plan

The following summary is intended only as a general guide as to the federal income tax consequences under current United States law with respect to participation in the Plan and does not attempt to describe all possible federal or other tax consequences of such participation. Furthermore, the tax consequences of awards made under the Plan are complex and subject to change, and a taxpayer's particular situation may be such that some variation of the described rules is applicable.

Options and SARS.There are three points in time when a participant and our stockholderscompany could potentially incur federal income tax consequences: date of grant, upon exercise and upon disposition. First, when an option or a SAR is granted to a participant, the opportunityparticipant does not recognize any income for federal income tax purposes on the date of grant. We similarly do not have any federal income tax consequences at the date of grant. Second, depending upon the type of option, the exercise of an option may or may not result in the recognition of income for federal income tax purposes. With respect to express their viewsan incentive stock option, a participant will not recognize any ordinary income upon the option's exercise (except that the alternative minimum tax may apply). However, a participant will generally recognize ordinary income upon the exercise of a non-qualified stock option. In this case, the participant will recognize income equal to the difference between the option price and the fair market value of shares purchased pursuant to the option on our executive officer compensation. Because your votethe date of exercise. With respect to the exercise of a SAR, the participant must generally recognize ordinary income equal to the cash received (or, if applicable, value of the shares received).

Incentive stock options are subject to certain holding requirements before a participant can dispose of the shares purchased pursuant to the exercise of the option and receive capital gains treatment on any income realized from the exercise of the option. Satisfaction of the holding periods determines the tax treatment of any income realized upon exercise. If a participant disposes of shares acquired upon exercise of an incentive stock option before the end of the applicable holding periods (called a "disqualifying disposition"), the participant must generally recognize ordinary income equal to the lesser of (i) the fair market value of the shares at the date of exercise of the incentive stock option minus the exercise price or (ii) the amount realized upon the disposition of the shares minus the exercise price. Any excess of the fair market value on the date of such disposition over the fair market value on the date of exercise must be recognized as capital gains by the participant. If a participant disposes of shares acquired upon the exercise of an incentive stock option after the applicable holding periods have expired, such disposition generally will result in long-term capital gain or loss measured by the difference between the sale price and the participant's tax "basis" in such shares (generally, in such case, the tax "basis" is advisory, itthe exercise price).

Generally, we will be entitled to a tax deduction in an amount equal to the amount recognized as ordinary income by the participant in connection with the exercise of options and SARs. However, we are generally not entitled to a tax deduction relating to amounts that represent capital gains to a participant. Accordingly, if the participant satisfies the requisite holding period with respect to an incentive stock option before disposition to receive the favorable tax treatment accorded incentive stock options, we will not be bindingentitled to any tax deduction with respect to an incentive stock option. In the event the participant has a disqualifying disposition with respect to an incentive stock option, we will be entitled to a tax deduction in an amount equal to the amount that the participant recognized as ordinary income.

Restricted Stock Awards.A participant will not be required to recognize any income for federal income tax purposes upon the grant of shares of restricted stock. With respect to Awards involving shares or other property, such as restricted stock Awards, that contain restrictions as to their transferability and are subject to a substantial risk of forfeiture, the participant must generally recognize ordinary income equal to the fair market value of the shares or other property received at the time the shares or other property become transferable or are no longer subject to a substantial risk of forfeiture, whichever occurs first. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the participant. A participant may elect to be taxed at the time he or she receives shares (e.g., restricted stock) or other property rather than upon the lapse of transferability restrictions or the substantial risk of forfeiture. However, if the participant subsequently forfeits such shares he or she would not be entitled to any tax deduction or, to recognize a loss, for the value of the shares or property on which he or she previously paid tax. Alternatively, if an Award that results in a transfer to the participant of cash, shares or other property does not contain any restrictions as to their transferability and is not subject to a substantial risk of forfeiture, the participant must generally recognize ordinary income equal to the cash or the fair market value of shares or other property actually received. We generally will be entitled to a deduction for the same amount.

Vote Required and Board of Directors. However,Directors’ Recommendation

Assuming a quorum is present, the Compensation Committee will take into account the outcomeaffirmative vote of a majority of the shares present at the Meeting and entitled to vote, when making future executive officer compensation decisions.

As we discuss beloweither in person or by proxy, is required for approval of Proposal No. 2. For purposes of the approval of Amendment No. 2 to our Compensation Discussion and Analysis, we believe that our compensation policies and decisions are designed to deliver2009 Equity Incentive Plan, abstentions will have the same effect as a performance-based pay philosophy, are aligned with the long-term interests of our stockholders and are competitive. Our principal compensation policies, which enable us to attract and retain talented executive officers to lead us in the achievement of our business objectives, include:
·  We make annual cash compensation decisions based on assessment of the our performancevote against measurable financial goals, as well as each executive’s individual performance.

·  We emphasize long-term incentive compensation awards that collectively reward executive officers based on our performance, external and internal peer equity compensation practices, and the executive officer’s job responsibilities.

·  We design pay practices to retain a highly talented and experienced senior executive team.

·  We encourage stock ownership by our senior executive officers.

As a result, we are presenting this proposal which gives you as a stockholderand broker non-votes will have no effect on the opportunity to approve our executive officer compensation as disclosed in this proxy statement by voting for or againstresult of the following resolution:
RESOLVED, that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby ratified and approved.
vote.

THE BOARD OF DIRECTORS BELIEVES THAT THE COMPENSATION OF OUR EXECUTIVE OFFICERS IS APPROPRIATE AND UNANIMOUSLY RECOMMENDS ATHAT YOU VOTE “

FOR” THE APPROVAL OF THE EXECUTIVE OFFICER COMPENSATION AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS AND THE COMPENSATION TABLES AND OTHERWISE IN THIS PROXY STATEMENT.PROPOSAL NO. 2

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PROPOSAL 3
ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE TO APPROVE OUR
EXECUTIVE OFFICER COMPENSATION PRACTICES
We seek a non-binding advisory vote from our stockholders regarding the desired frequency for holding a non-binding advisory vote to approve the compensation of our executive officers as described in our annual proxy statements.
This proposal gives our stockholders the opportunity to express their views as to whether the non-binding advisory vote on our executive officer compensation practices should occur every one, two, or three years. Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Board of Directors will take into account the outcome of the vote when deciding the frequency of the non-binding advisory vote on our future executive officer compensation decisions.

We recommend that a non-binding advisory vote to approve the compensation of our executive officers as described in our annual proxy statements occur every three years. We believe that holding this vote every three years will be the most effective timeframe because it will provide our Board of Directors and Compensation Committee with sufficient time to engage with our stockholders following each such vote, to understand any concerns our stockholders may have, and to implement any changes they deem appropriate in response to the vote results. In addition, one aspect of our executive compensation philosophy is the alignment of our executive officers’ long-term interests with those of our stockholders, and a vote every three years will provide stockholders with additional time to evaluate the effectiveness of our executive compensation philosophy as it relates to our performance. Nevertheless, although it is our current intention to hold such advisory vote every three years, we may determine that a different frequency is appropriate, either in response to the vote of our stockholders on this Proposal or for other reasons.
While we believe our recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove our recommendation, but are instead asked to provide an advisory vote on whether the non-binding advisory vote on the approval of our executive officer compensation practices should be held every one, two or three years. The option among those choices that obtains a plurality of votes cast by the shares present or represented by proxy and entitled to vote at the Annual Meeting will be deemed to have received the advisory approval of our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS CAST THEIR ADVISORY VOTES IN FAVOR OF HOLDING THE NON-BINDING ADVISORY VOTE TO APPROVE OUR EXECUTIVE OFFICER COMPENSATION PRACTICES EVERY THREE YEARS.
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SECURITY OWNERSHIP OF CERTAIN


BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of October 17, 2011,24, 2013, the Record Date,latest applicable date, with respect to the beneficial ownership of our common stock, the sole outstanding class of our voting securities, by (i) any person or group owning more than 5% of each class of voting securities, (ii) each director, (iii) each executive officer and (iv) all executive officers and directors as a group.


As of October 17, 2011,24, 2013, an aggregate of 26,941,85931,820,176 shares of our common stock were outstanding.


Title of Class 
Name and Address of Beneficial Owners (1) (2)
 
Amount and
Nature of
Beneficial
Ownership
 
Percent of Class (3)
 
        
  Greater Than 5%  Shareholders       
Common Stock Tao Li  9,092,826 (4) 33.7%
          
Common Stock Qing Xin Jiang  1,677,769(5) 6.2%
          
  Directors and Executive Officers       
Common Stock 
Tao Li
President, Chief Executive Officer and Chairman of the Board
  Same as above  Same as above 
Common Stock 
Qing Xin Jiang
Chief Executive Officer of Gufeng
  Same as above  Same as above 
Common Stock 
Ken Ren
Chief Financial Officer
  30,000   *
Common Stock 
Yizhao Zhang
Director
  22,667(6)  *
Common Stock 
Yu Hao
Director
  17,166   *
Common Stock 
Robert B. Fields
Director
  12,667 (7)  *
Common Stock 
Lianfu Liu
Director
  12,667(8)  *
Common Stock 
Yiru Shi
Director Nominee
  
0
    
  All executive officers and directors as a group  10,865,762  40.2%

Title of Class Name and Address of Beneficial Owners(1) Amount and
Nature of
Beneficial
Ownership		  Percent of Class(2) 
         
  Greater Than 5%  Shareholders        
           
Common Stock Tao Li  10,096,212(3)  31.7%
           
Common Stock Qing Xin Jiang  1,677,769   5.3%
           
  Directors and Executive Officers        
           
Common Stock Tao Li
President, Chief Executive Officer
and Chairman of the Board		  Same as above    Same as the above 
           
Common Stock Ken Ren
Chief Financial Officer		  580,000   1.8%
           
Common Stock Yizhao Zhang
Director		  111,000   —*
           
Common Stock Yu Hao
Director		  42,523   —*
           
Common Stock Lianfu Liu
Director		  61,000   —*
           
Common Stock Yiru Shi
Director		  64,,000   —*
           
  All executive officers and directors as a group  9,495,961   29.8%

 
*     Represents a percentage that is less than 1%.

(1)  Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),*Represents a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power or as to which such person has the right to acquire such voting and/or investment power within 60 days.percentage that is less than 1%.

(2)  (1)Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares and the address of such person is c/o China Green Agriculture, Inc., 3rd Floor, Borough A, Block A. No. 181, South Taibai Road, Xian, Shaanxi Province, People’s Republic of China 710065.

(3)  (2)In determining the percent of common stock owned by the beneficial owners, (a) the numerator is the number of shares of common stock beneficially owned by such owner, including shares the beneficial ownership of which may be acquired, within 60 days upon the exercise of the options, if any, held by the owner; and (b) the denominator is the sum of (i) the total 26,941,85931,820,176 shares of common stock outstanding as of October 17, 2011,24, 2013, and (ii) the number of shares underlying the options, which such owner has the right to acquire upon the exercise of the options within 60 days (for those who have options)., if any.

(4)  (3)Includes (i) 60,065 shares of common stock issuable upon the exercise of vested stock options, (ii) 497,387 shares held by Mr. Li’s wife, and (iii)(ii) 897,387 shares held by Mr. Li’s son. Mr. Li disclaims beneficial ownership with respect to the shares held by his wife and son.

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(5)  Includes 910,373 shares held in escrow (the “Escrowed Shares”) pursuant to a certain Supplementary Agreement dated July 1, 2010 we entered into with Mr. Qing Xin Jiang and Ms. Qiong Jia (the “Supplementary Agreement”) in connection with our acquisition of Gufeng and its wholly-owned subsidiary, Beijing Tianjuyuan Fertilizer Co., Ltd., a company organized under the laws of the People’s Republic of China. Pursuant to the terms of the Supplementary Agreement, Mr. Jiang has the right to vote the Escrowed Shares and the Escrowed Shares will be released to him if Gufeng achieves certain financial performance targets and other business objectives as set forth in the Supplementary Agreement.

(6)  Includes 6,667 shares of common stock issuable upon the exercise of vested stock options.

(7)  Includes 6,667 shares of common stock issuable upon the exercise of vested stock options.

(8)  Includes 6,667 shares of common stock issuable upon the exercise of vested stock options.
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EXECUTIVE COMPENSATION


Compensation Discussion and Analysis


Overview


This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our principal executive officer, our principal financial officer, and our other executive officers whose total compensation exceeded $100,000 during the fiscal year ended June 30, 2011.2013. Accordingly, our “Named Executive Officers” are Mr. Tao Li, our Chairman, President and Chief Executive Officer, and Mr. Ken Ren, our Chief Financial Officer.


Our Board of Directors established the Compensation Committee to assist with the analysis and determination of the compensation structure for our executive officers. Our Compensation Committee, consisting of three independent directors, reviews and approves, or in some cases recommends for the approval of the full Board of Directors, the annual compensation for our executive officers. Typically, management recommends to the Compensation Committee compensation package proposals based on prevailing compensation standards in our industry, which in turn reviews and approves such proposals. Our Compensation Committee may consult with the executive officers to form consensus on such packages. Our executive officers may discuss any disagreements and needed amendment to such proposals with our Compensation Committee before such proposals are finalized and approved by the Compensation Committee.


In the fiscal year ended June 30, 2010, we retained Compensation Resources, Inc. (“Compensation Resources”), a U.S.-based independent compensation consulting company, to assist us in the development of a more comprehensive and competitive executive compensation program.  Compensation Resources conducted a study based on a group of similarly situated companies and made recommendations with respect to our executive compensation packages.  The peer group of companies consisted of:

Agfeed Industries Inc. (FEED)Griffin Land & Nurseries Inc. (GRIF)
Alico Inc. (ALCO)Harbin Electric, Inc. (HRBN)
American Soil Technologies Inc. (SOYL.OB)HQ Sustainable Maritime Industries, Inc. (HQS)
China Agritech Inc. (CAGC)ML Macadamia Orchards LP (NNUT.PK)
China Fire & Security Group, Inc. (CFSG)New Oriental Energy & Chemical Corp (NOEC)
China Transinfo Technology Corp. (CTFO)RINO International Corporation (RINO)
Clean Diesel Technologies, Inc. (CDTID)Shandong Zhou Yuan Seed and Nursery Co., Ltd. (SZSN.PK)
Converted Organics Inc. (COIN)Tiens Biotech Group USA Inc. (TBV)
Diatect International Corp.  (DI8.F)Yongye International, Inc. (YONG)
Energroup Holdings Corp. (ENHD.OB)

Based in part on the recommendations of Compensation Resources, in our fiscal year ending June 30, 2010 we adopted the compensation objectives set forth below and the elements of executive compensation described herein and continued such policies in our fiscal year ended June 30, 2011.

Compensation Objectives


Our compensation objectives are as follows:


·We strive to provide competitive executive compensation programs that will help to attract highly qualified individuals necessary for our continued growth. Once an executive is hired, our goal is to retain and motivate them to achieve higher levels of performance and be appropriately rewarded for that effort.

·Compensation programs emphasize a “pay-for-performance” concept, in which an individual’s future monetary growth and career advancement are dependent upon maintaining and exceeding our recognized levels of quality and performance, while supporting our recognized vision and goals. Future individual monetary growth is dependent upon our financial performance as well as individual performance.

·  Compensation and benefits are competitive with the local labor markets in which we compete, and focus also will be given to companies that operate in the agriculture, feed, and fertilizer industries. Peer companies will typically have annual revenues that are one-half to double that of us, for the purposes of compensation benchmarking.

·We provide an executive compensation package consisting of base salary, incentives (short term & long term), and benefits that are consistent with similar positions at our recognized competitors. Each component addresses individual and company performance with a focus on long-term profitable growth and shareholder return, competitive conditions, and our overall financial performance.
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·Cash compensation is targeted near the 50th percentile of the marketplace in which we compete. Increases in compensation will be based on an individual’s evaluated performance against pre-established objectives and the achievement of goals, with the opportunity for above-market compensation based on superior performance. We are a fiscally conservative company and our compensation programs will reflect this as well.

·  Competitive incentive compensation is based upon the achievement of expected performance targets, with substantial upside potential tied to exceptional contribution and goal attainment, resulting in above-market compensation. We believe that maximizing shareholder value and return, as well as profitable growth are key to the success of the business, and we create incentive plans that align this vision with our pay programs.

·  Measurable performance goals and objectives are developed by management, consistent with our identified business strategies and financial objectives. Performance metrics include both quantitative and qualitative elements, which are established on an annual basis and consistent with our organizational objectives.

·  All compensation programs are administered without regard to race, religion, national origin, color, sex, age, or disability, and adhere to all local laws and regulations.

Elements of Compensation


Base Salary


Our approach is to pay our executives a base salary that is competitive with those of other executive officers in similar positions and with similar responsibilities in our peer group of competitive companies. We believe that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance.  The base salary of each Named Executive Officer is reviewed annually by our Compensation Committee with input from management.


Based on these objectives and philosophies, on March 31, 2011, our Compensation Committee approved a new cash compensation plan for certain of our employees and our directors and executive officers, effective for the fiscal year ending June 30, 2011 (the “2011 Cash Plan”). Pursuant to the 2011 Cash Plan (i) our Chairman and Chief Executive Officer, Mr. Tao Li, was entitled to a base salary of $300,000, (ii) our Chief Financial Officer, Mr. Ken Ren, was entitled to a base salary of $160,000, and (iii) each of our independent directors, consisting of Yizhao Zhang, Robert B. Fields and Lianfu Liu, was entitled to a base salary of $24,000.

Discretionary Bonus

Consistent with our emphasis on performance incentive compensation programs, our executives are eligible to receive quarterly and annual cash incentive bonuses primarily based upon their performance and the performance of our company as measured against predetermined goals. For the year ended June 30, 2011, these goals were determined with the help of Compensation Resources’s suggestions for the year ended June 30, 2010 and with input from management and our Compensation Committee.

The 2011 Cash Plan provides for aggregate cash bonuses (the “Cash Bonus”) payable to (i) Mr. Li in the amount of up to 40% of his base salary, or $120,000, and (ii) Mr. Ren in the amount of up to 35% of his base salary, or $56,000.  According to the 2011 Cash Plan, 20% of the Cash Bonus is payable at the end of each quarter of the year ending June 30, 2011 (the “Quarterly Bonuses”), and 20% of the Cash Bonus is payable at the end of the fiscal year ending June 30, 2011 (the “Year-End Bonus”), if we achieve certain revenue and operating income targets set for each period.  For the payment of the Quarterly Bonuses, both the revenue and operating income targets must be achieved for that quarter.

With respect to the Year-End Bonus, the 2011 Cash Plan sets forth three target levels of revenue and operating income targets for the year ending June 30, 2011: (i) the “Base Target”, (ii) the “Threshold Target”, which equals 80% of the revenue and operating income targets of the Base Target, and (iii) the “Maximum Target”, which equals 110% of the revenue and operating income targets of the Base Target.  If the Base Target is achieved, the full Year-End Bonus is payable.  If the Threshold Target is achieved, 70% of the Year-End Bonus is payable, and if the Maximum Target is achieved, 110% of the Year-End Bonus is payable.  Additionally, with respect to each of these three target levels, if only the revenue component is met for such target, 70% of the amount payable for achieving such target will be paid.   Alternatively, if only the operating income component is met for such target, 30% of the amount payable for achieving such target will be paid.

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Stock-Based Awards under the Equity Incentive Plan

In addition to base salary, and cash bonuses, the other key component of executive compensation we provide to our Named Executive Officers is equity-based compensation. In October 2009, our Board of Directors adopted our 2009 Equity Incentive Plan (the “Incentive Plan”“Plan”), which was approved by our shareholders at our annual shareholders meeting in December 2009.2009 and amended in December 2012. The Incentive Plan gives us the ability to grant stock options, stock appreciation rights (SARs), restricted stock and other stock-based 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. The Board of Directors and the Compensation Committee believe 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.

12

During the year ended June 30, 2011,2013, on September 28, 2012 under the Incentive Plan, ourthe Compensation Committee granted (i) 38,000200,000 shares of restricted stock to Mr. Ken Ren, the Company’s Chief Financial Officer (the “CFO”), and (ii) 40,000 shares of restricted stock to Mr. Yizhao Zhang, 30,000 shares of restricted stock to Ms. Yiru Shi, and 20,000 shares of restricted stock to Mr. Lianfu Liu, each is an independent director of the Company. The Stock Grants all vest in three installments on December 31, 2012, March 31, 2013, and June 30, 2013, with 100,000 shares vesting first and 50,000 shares vesting on each of the other two vesting dates to the CFO; and 10,000 shares vesting first and half of the their respective remaining shares vesting on each of the other two vesting dates to the three independent directors. The vest of the restricted shares is conditioned on the individuals being employed by the Company at the time of the vest. In addition, the Committee delegated the Chief Executive Officer (the “CEO”) to allocate a total of 210,000 shares of restricted stock to key employees.

Subsequently, under the Plan, effective September 28, 2013, the Compensation Committee granted (i) 480,000 shares of restricted stock to Mr. Tao Li, our Chairman and Chief Executive Officer,the Company’s CEO; (ii) 30,000200,000 shares of restricted stock to Mr. Ken Ren, our Chief Financial Officer,the CFO, (iii) 8,000 shares of restricted to Mr. Yizhao Zhang, an independent director of our company, and (iv) 6,00040,000 shares of restricted stock to each of Mr. Robert B. Fields and Mr. Lianfu Liu, both independent directors of our company (the “2011 Stock Grants”).  The 2011 Stock Grants all vest in two equal installments on June 2, 2011 and December 31, 2011.


Additionally, in consideration for Mr. Zhang’s past services to our company, our Compensation Committee granted Mr.Yizhao Zhang, an additional 8,00030,000 shares of restricted stock to Ms. Yiru Shi, and 20,000 shares of restricted stock to Mr. Lianfu Liu, each is an independent director of the Company; and (iv) 980,000 shares of restricted stock to 420 employees (the “Stock Grants”). The Stock Grants are subject to time-based vesting schedules, vesting in various installments until March 31, 2014 for the CFO and the three independent directors, until March 31, 2015 for the CEO and until December 31, 2015 for the employees.

Employee Stock Purchase Plan

On August 9, 2012 the Board adopted the Company’s 2012 Employee Stock Purchase Plan (the “ESPP”), which vested on April 31, 2011.


became effective as of such date. The aggregate number of shares of the Company’s common stock that may be issued under the ESPP is 1,250,000 shares. The ESPP has been delegated to be administered by the Compensation Committee approved the cancellationon October 19, 2012. Any employee of the following unvested optionsCompany or any parent (if any) and subsidiary corporation of the Company (the “Affiliate”), who is not a natural person resident in the United States, who has been in the employ of the Company or any Affiliate for such continuous period as required by the Board preceding the grant of rights under the ESPP is eligible to participate in the ESPP during the applicable offering period, subject to administrative rules established by the Compensation Committee.

During the fiscal year ended June 30, 2013, the Company issued 151,515 shares of Common Stock at the market price of $3.30 per share to Mr. Tao Li ($300,000 in total), the Company’s Chairman and Chief Executive Officer in the first offering of the ESPP.

The ESPP is implemented by sequential offerings, the commencement and duration of which will be determined by the Compensation Committee. The purchase our common stock heldprice at which each share of Common Stock may be acquired in an offering period upon the exercise of all or any portion of a purchase right will be established by our officers and directors:


·  Options to purchase 25,000 shares of common stock granted to Mr. Tao Li at an exercise price of $14.70 per share, vesting on December 31, 2011 if the Company achieved certain revenue and operating income targets for the fiscal year ending June 30, 2011;

·  Options to purchase 20,129 shares of common stock granted to Mr. Tao Li at an exercise price of $14.70 per share, vesting in two equal installments on September 30, 2011 and 2012 if the Company achieved certain revenue and operating income targets for the year ended June 30, 2010, which targets were achieved;

·  Options to purchase 3,333 shares of common stock granted to Mr. Yizaho Zhang at an exercise price of $14.70 per share, vesting on December 31, 2011 if the Company achieved certain revenue and operating income targets for the fiscal year ending June 30, 2011;

·  Options to purchase 3,333 shares of common stock granted to Mr. Lianfu Liu at an exercise price of $14.70 per share, vesting on December 31, 2011 if the Company achieved certain revenue and operating income targets for the fiscal year ending June 30, 2011; and

·  Options to purchase 3,333 shares of common stock granted to Mr. Robert B. Fields at an exercise price of $14.02 per share, vesting on December 31, 2011 if the Company achieved certain revenue and operating income targets for the fiscal year ending June 30, 2011.

the Compensation Committee. However, the purchase price on each purchase date will not be less than the fair market value of a share of Common Stock on the purchase date.

Retirement or Pension Benefits


Currently, we do not provide any company sponsored retirement benefits to any employee, including the Named Executive Officers.


Deferred Compensation


We do not have any qualified or nonqualified deferred compensation plans.


Perquisites


Historically, we have provided our Named Executive Officers with minimal perquisites and other personal benefits that we believe are reasonable. We do not view perquisites as a significant component of compensation, but do believe they can be useful in attracting, motivating and retaining the executive talent for which we compete. We believe that these additional benefits assist our Named Executive Officers in performing their duties and provide time efficiencies for them. It is expected that our historical practices regarding perquisites will continue and will be subject to periodic review by our board of directors.


Compensation Committee Report on Executive Compensation


The following report has been submitted by the Compensation Committee of our Board of Directors:


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The Compensation Committee of our Board of Directors has reviewed and discussed our Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our definitive proxy statement on Schedule 14A for our 20112013 annual meeting, which is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011,2013, each as filed with the Commission.


Compensation Committee of the Board of Directors


Respectfully submitted,
Robert B. Fields,

Yiru Shi, Chairman

Yizhao Zhang

Lianfu Liu

13
Yizhao Zhang

The foregoing Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing of our company under the Securities Act or the Exchange Act, except to the extent we specifically incorporate this Compensation Committee Report by reference therein.

Summary of Executive Compensation


The following table sets forth information concerning cash and non-cash compensation we and/or our subsidiariesJinong paid to our Named Executive Officers during each of the three fiscal years ended June 30, 2011, 20102013, 2012 and 2009.


SUMMARY COMPENSATION TABLE 
Name
and
Principal
Position
 Year Ended 
Salary
($)
  
Bonus
($)
  
Stock
Awards
($)(1)
  
Option
Awards
($)(2)
  
Non-Equity
Incentive Plan
Compensation
($)
  
Nonqualified
Deferred
Compensation
Earnings ($)
  
All Other
Compensation
($)
  
Total
($)
 
                           
Tao Li June 30, 2011 $300,000  $104,400  $269,040   —   —   —   —  $673,440 
Chief Executive Officer, June 30, 2010 $189,000  $43,200  $643,125  $124,432   —   —   —  $999,757 
President and Chairman of the Board 
 June 30, 2009 $129,000   —    —   —   —   —   —  $ 129,000 
                                   
Ken Ren June 30, 2011 $160,000  $48,720  $212,400   —   —   —   —  $421,120 
Chief Financial Officer June 30, 2010  20,000(3)  —   —   —   —   —   —  $20,000 

2011.

SUMMARY COMPENSATION TABLE
Name
and
Principal
Position		 Year Ended  Salary
($)		  Bonus
($)		  

Stock

Awards

($)(1)

  Option
Awards
($)		  Non-Equity
Incentive Plan
Compensation
($)		  Nonqualified
Deferred
Compensation
Earnings ($)		  All Other
Compensation
($)		  Total
($)		 
                            
Tao Li  June 30, 2013  $300,000  $36,000   —   —   —   —   —  $336,000 
Chief Executive  June 30, 2012  $300,000   0  $857,500   —   —   —   —  $1,157,500 
Officer, President and  June 30, 2011  $300,000  $104,400  $269,040   —   —   —   —  $ 673,440 
Chairman of the Board                                    
                                    
Ken Ren  June 30, 2013  $160,000  $16,800  $656,000   —   —   —   —  $832,800 
Chief Financial Officer  June 30, 2012  $160,000   0  $514,500   —   —   —   —  $674,500 
   June 30, 2011  $160,000  $48,720  $212,400   —   —   —   —  $421,120 

(1)The amounts reported in this column reflect the fair value on the grant date of the restricted stock awards granted to our Named Executive Officers. These values are determined by multiplying the number of shares granted by the closing price of our common stock on the trading day immediately preceding the grant date. The dollar amounts do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our Named Executive Officers.

(2)  The amounts reported in this column reflect the fair value on the grant date of the option awards granted to our Named Executive Officers. These values are determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. The dollar amounts do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our Named Executive Officers. For a discussion of the assumptions and methodologies used to value the awards reported in this column, please see Note 14 in Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011.

(3)  Represents the portion of Mr. Ren’s annual salary of $120,000 paid during the period from April 23, 2010, the date he became our Chief Financial Officer, and the end of the fiscal year.
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Grants of Plan-Based Awards


The following table sets forth information regarding grants of awards to Named Executive Officers during the year ended June 30, 2011:

2013:

GRANTS OF PLAN-BASED AWARDS
                       All          
                       Other  All       
                       Stock  Other     Grant 
                       Awards:  Option     Date 
                       Number  Awards:  Exercise  Fair 
     Estimated Future Payouts           of  Number  or  Value 
     Under           Shares  of  Base  of Stock 
     Non-Equity Incentive Plan  Estimated Future Payouts Under  of  Securities  Price of  and 
     Awards  Equity Incentive Plan Awards  Stock or  Underlying  Option  Option 
  Grant  Threshold  Target  Maximum  Threshold  Target  Maximum  Units  Options  Awards  Awards 
Name Date  ($)  ($)  ($)  (#)  (#)  ($)  (#)  (#)  ($ /Sh)  ($)(1) 
Tao Li  —   —   —   —   —   —   —   —   —   —   — 
Ken Ren  10/1/2012   —   —   —   —   —   —   200,000   —   —  $656,000 

 
GRANTS OF PLAN-BASED AWARDS
         All        
        Other  All     
        Stock  Other    Grant
        Awards:  Option    Date
        Number  Awards: Exercise  Fair
    Estimated Future Payouts   of  Number or  Value
    Under   Shares  of Base  of Stock
    Non-Equity Incentive Plan Estimated Future Payouts Under of  Securities Price of  and
    Awards Equity Incentive Plan Awards Stock or  Underlying Option  Option
  Grant Threshold Target Maximum Threshold  Target Maximum Units  Options Awards  Awards
Name Date ($) ($) ($)  (#)   (#) ($) (#)  (#) ($ /Sh)(1)  ($)(2)
Tao Li 3/31/2011 — — —  —   — —  38,000   — — $ 269,040
Ken Ren 3/31/2011 — — —  —   — —  30,000   — — $212,400

(1)The exercise price for all options is equal to the closing market price of our common stock on the trading day immediately preceding the grant date.
(2)With respect to the stock option awards, these values are determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to value the option awards reported in this column, please see Note 14 in Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011.  With respect to the restricted stock awards, the grant date fair value is calculated by multiplying the number of shares granted by the closing price on the trading day immediately preceding the grant date.

14

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table


Employment Agreements


We have entered into employment agreements with each of our Named Executive Officers. The material terms of those employment agreements are summarized below.


Tao Li.Pursuant to an employment agreement between Jinong and Mr. Tao Li dated January 16, 2008, Mr. Li is employed by Jinong as its Chairman of the Board and Chief Executive Officer for a term of five years. The agreement will be automatically renewed on the same terms and conditions for successive additional five-year periods unless either party provides written notice of termination at least 60 days prior to the end of any five-year term. The agreement is terminable immediately, or upon 30-days prior written notice, upon the occurrence of certain events. The agreement provides for an annual salary of RMB60,000 (approximately $8,508).


In addition, on March 31, 2011, our Compensation Committee approved an increase in Mr. Li’s base salary to an aggregate total of $300,000 (inclusive of the RMB60,000 payable by Jinong), which is not set forth in his employment agreement.


Ken Ren. Pursuant to our employment agreement with Mr. Ken Ren, Mr. Ren will serve as our Chief Financial Officer for a term of one year and is entitled to annual compensation consisting of base salary of $120,000 per year. The agreement will automatically renew for an additional year unless either party provides notice of termination 60 days prior to the end of the current term. Either party may terminate the agreement upon prior written notice, and we may terminate the agreement at any time for cause without prior written notice. On March 31, 2011, our Compensation Committee approved an increase in Mr. Ren’s base salary to $160,000.

Description of Plan Based Awards


The equity incentive awards reported in the above table entitled “Grants of Plan Based Awards” were granted under, and are subject to, the terms of our 2009 Equity Incentive Plan (the “Incentive Plan”“Plan”). The Incentive Plan is administered by the Compensation Committee. The Compensation Committee has authority to interpret the plan provisions and make all required determinations under the Incentive Plan.


With respect to all restricted stock grants disclosed herein, if we terminate the grantee’s employment or affiliation with us for any reason, all unvested portions of such restricted stock grants are forfeited.  Any shares of restricted stock that do not vest for failure to meet the requisite performance targets will also be forfeited.


With respect to all non-qualified stock option grants disclosed herein, if we terminate the grantee’s employment or affiliation with us for any reason, all unvested options are forfeited.  If the grantee’s employment or affiliation with us is terminated voluntarily by the grantee or by us for cause, all vested options are also terminated.  In the event we terminate the grantee’s employment or affiliation with us without cause, the grantee has the lesser of ninety (90) days or the remaining term of the option to exercise any vested options.  If we terminate the grantee’s employment or affiliation with us due to death or disability, the grantee has the lesser of twelve (12) months or the remaining term of the option to exercise any vested options.  In the case of non-qualified options subject to performance based vesting, any options which do not vest for failure to meet the requisite performance targets will be forfeited.

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Outstanding Equity Awards at Fiscal Year-End


The following table provides information on all restricted stock and stock option awards held by our Named Executive Officers as of June 30, 2011. 

2013. 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Option Awards  Stock Awards 
                          Equity 
                       Equity  Incentive 
                       Incentive  Plan 
                       Plan  Awards: 
                       Awards:  Market or 
        Equity              Number  Payout 
        Incentive        Number  Market  of  Value of 
        Plan        of  Value of  Unearned  Unearned 
        Awards:        Shares  Shares  Shares,  Shares, 
  Number of  Number of  Number of        or Units  or Units  Units or  Units or 
  Securities  Securities  Securities        of Stock  of Stock  Other  Other 
  Underlying  Underlying  Underlying        That  That  Rights  Rights 
  Unexercised  Unexercised  Unexercised  Option     Have  Have  That  That 
  Options  Options  Unearned  Exercise  Option  Not  Not  Have Not  Have Not 
  (#)  (#)  Options  Price  Expiration  Vested  Vested  Vested  Vested 
Name Exercisable  Unexercisable  (#)(2)  ($)  Date  (#)  ($)  (#)  ($) 
                            
Tao Li(1) —   —   —   —   —   0  $—   —   — 
                                     
Ken Ren(2) —   —   —   —   —   0  $0   —   — 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
                                     
  Option Awards (1) Stock Awards
                                  Equity
                              Equity Incentive
                              Incentive Plan
                              Plan Awards:
                              Awards: Market or
          Equity                 Number Payout
          Incentive         Number Market of Value of
          Plan         of Value of Unearned Unearned
          Awards:         Shares Shares Shares, Shares,
  Number of Number of Number of         or Units or Units Units or Units or
  Securities Securities Securities         of Stock of Stock Other Other
  Underlying Underlying Underlying         That That Rights Rights
  Unexercised Unexercised Unexercised Option     Have Have That That
  Options Options Unearned Exercise Option Not Not Have Not Have Not
  (#) (#) Options Price Expiration Vested Vested Vested Vested
Name Exercisable Unexercisable 
(#)(2)
 ($) Date (#) ($) (#) ($)
Tao Li(2) 50,000   —   —  $14.70   1/3/2015   —   —  — —
 (3) 20,129   —   —  $14.70   1/3/2015   —   —  — —
 (4) —   —   —   —   —   25,000  $124,500  
—
 —
 (5) —   —   —   —   —   5,102  $25,408  — —
 (6) —   —   —   —   —   19,000  $94,620  — —
Ken Ren(7) —   —   —   —   —   15,000  $74,700  — —
15

(1)The exercise price for all options is equal toAs of June 30, 2013, Mr. Li did not have any unvested shares.  As of the date of this proxy statement, Mr. Li has 420,000 shares of restricted stock unvested, with a market value of $1,797,600 based on the closing market price of our common stock$4.28 per share on September 27, 2013, the trading daydate immediately precedingprior to the grant date.

(2)On January 3, 2010, Mr. Li was granted performance-based options to purchase 75,000 sharesAs of common stock, of which (i) 25,000 shares vested on February 2, 2010, (ii) 25,000 vested on December 31, 2010 since we achieved certain net sales and operating income targets for our fiscal year ended June 30, 2010, and (iii) 25,000 that were to vest on December 31, 2011, subject to our achievement2013, Mr. Ren did not have any unvested shares.  As of certain net sales and operating income targets for our fiscal year ending June 30, 2011.  On March 31, 2011, our Compensation Committee resolved to cancel the unvested portiondate of these options.
(3)On January 3, 2010,this proxy statement, Mr. Li was granted performance-based options to purchase 30,194 shares of common stock.  Because we achieved certain net sales and operating income targets for our fiscal year ended June 30, 2010, (i) 10,065 shares vested on September 30, 2010, (ii) 10,065 shares vested on September 30, 2011, and (iii) 10,064 shares were to vest on September 30, 2012.  On March 31, 2011, our Compensation Committee resolved to cancel the unvested portion of these options.
(4)On January 3, 2010, Mr. Li was granted 75,000 shares of performance-based restricted stock, of which (i) 25,000 shares vested on February 2, 2010, (ii) 25,000 shares vested on December 31, 2010 because we achieved certain net sales and operating income targets for our fiscal year ending June 30, 2010, and (iii) 25,000 shares will vest on December 31, 2011, subject to our achievement of certain net sales and operating income targets for our fiscal year ending June 30, 2011.
(5)On January 3, 2010, Mr. Li was granted 15,307 shares of performance-based restricted stock.  Because we achieved certain net sales and operating income targets for our fiscal year ended June 30, 2010, (i) 5,103 shares vested on September 30, 2010, (ii) 5,102 shares vested on September 30, 2011, and (iii) 5,102 shares will vest on September 30, 2012.
(6)On March 31, 2011, Mr. Li was granted 38,000Ren has 100,000 shares of restricted stock unvested, with a market value of which (i) 19,000 shares vested$428,000 based on June 2, 2011, and (ii) 19,000 shares will vestthe closing price of $4.28 per share on December 31, 2011.
(7)On March 31, 2011, Mr. Ren was granted 30,000 shares of restricted stock, of which (i) 15,000 shares vested on June 2, 2011, and (ii) 15,000 shares will vest on December 31, 2011.September 27, 2013, the date immediately prior to the grant date.
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Option Exercises and Stock Vested During the Fiscal Year


OPTION EXERCISES AND STOCK VESTED DURING THE FISCAL YEAR 
       
   Option Awards  Stock Awards 
             
Name 
Number of Shares
Acquired on Exercise
(#)
  
Value Realized
on Exercise
($)
  
Number of
Shares Acquired
on Vesting
(#)
  
Value Realized
on Vesting
($)
 
Tao Li  —   —   49,103  $361,004(1)
                 
Ken Ren  —   —   15,000  $72,000(2)

OPTION EXERCISES AND STOCK VESTED DURING THE FISCAL YEAR
  Option Awards  Stock Awards 
Name Number of Shares
Acquired on Exercise
(#)		  Value Realized
on Exercise
($)		  Number of
Shares Acquired
on Vesting
(#)		  Value Realized
on Vesting
($)		 
Tao Li  —   —   129,102  $ 429,368(1)
Ken Ren  —   —   230,000  $ 759,100(2)

(1)(1)Represents the vesting of (i) 5,1035,102 shares of restricted stock on September 30, 20102012 with a market value of $8.78$4.78 per share on such date, (ii) 25,00050,000 shares of restricted stock on December 30, 2012 and  50,000 shares of restricted stock on September 30 2012 with a market value of $3.37 per share on such date, and (iii) 24,000 shares of restricted stock on June30, 2012 with a market value of $2.79 per share on such date.

(2)Represents the vesting of (i) 15,000 shares of restricted stock on September 30, 2012 and 15,000 shares of restricted stock on December 31 2010 with2012with a market value of $9.00$3.37 per share on such date, and (iii) 19,000(ii) 100,000 shares of restricted stock on December 31 2012 and 50,000 shares of restricted stock on March 31, 2013 and  50,000 shares of restricted stock on June 2, 201130 2013 with a market value of $4.80 per share on such date.
(2)Represents the vesting of 15,000 shares of restricted stock on June 2, 2011 with a market value of $4.80$3.29  per share on such date.

Securities Authorized for Issuance Under Equity Compensation Plans


As of June 30, 2011,2013, there were outstanding options to purchase an aggregate of 115,099 shares of common stock granted under the Incentive Plan. Options granted in the future under the Incentive Plan are within the discretion of our board of directors or our compensation committee. The following table summarizes the number of shares of our common stock authorized for issuance under our equity compensation plans as of June 30, 2011.2013.

Plan category Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)		  Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)		  Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)		 
Equity compensation plans approved by security holders  115,099  $14.70  759,418 
Equity compensation plans not approved by security holders  —   —   — 
Total  115,099  $14.70  759,418 

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Plan category  
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
    
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
    
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
 
Equity compensation plans approved by security holders  115,099  $14.67   1,797,406 
Equity compensation plans not approved by security holders  —   —   — 
Total  115,099  $14.67   1,797,406 

Payments upon Termination or Change-in-Control


The following table reflects amounts payable to our Named Executive Officers (1) assuming their employment was terminated without cause on June 30, 20112013, and (2) assuming a change in control on June 30, 2011.


Name 
Termination
Without
Cause(1)
 
Change in
Control(2)
Tao Li $15,750  $
244,528(3)
 
Ken Ren $10,000  $
74,700(4)
 

2013.

Name Termination
Without
Cause(1)		  Change in
Control(2)		 
Tao Li $794  $1,188,600(3)
Ken Ren $13,333  $283,000(4)


(1)(1)Represents the payments made pursuant to contractual agreements with each Named Executive Officer as described below in this subsection.

(2)Amounts in this column reflect the value of unvested options and restricted stock that would be accelerated upon a change of control.  For options, the amounts are calculated based on (i) the difference between (a) the closing market price of a share of our common stock on June 30, 2011 and (b) the exercise price per share for an option grant, (ii) multiplied by the number of unvested shares subject to the option grant. For restricted stock, theThe amounts are calculated based on the closing market price of a share of our common stock on June 30, 2011,2013, i.e., $2.83 per shares, multiplied by the number of unvested shares.

(3)Represents the vesting of 49,102420,000 shares of restricted stock.

(4)Represents the vesting of 15,000100,000 shares of restricted stock.
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Employment Agreements


Tao Li.Pursuant to the terms of Mr. Li’s employment agreement with Jinong, we may terminate Mr. Li’s employment for any reason upon 30 days prior written notice, in which case no termination payment is due. Alternatively, we may terminate his employment immediately upon the payment of one month’s salary. In the case of termination for cause as defined therein, we may terminate Mr. Li’s employment immediately without pay.


Ken Ren. Pursuant to the terms of our employment agreement with Mr. Ren, we may terminate Mr. Ren’s employment for any reason upon 30 days prior written notice, in which case no termination payment is due. Alternatively, we may terminate his employment immediately upon the payment of one month’s salary. In the case of termination for cause as defined therein, we may terminate Mr. Ren’s employment immediately without pay.

2009 Equity Incentive Plan Change in Control Provisions


In the event of a change in control of our company, and except as otherwise set forth in the applicable award agreement, all unvested portions of awards shall vest immediately. Awards, whether or not then vested, shall be continued, assumed, or have new rights as determined by our Compensation Committee or a committee of the Board of Directors designated to administer the Incentive Plan, and restrictions to which any shares of restricted stock or any other award granted prior to the change in control are subject shall not lapse. Awards shall, where appropriate at the discretion of the Committee, receive the same distribution of our common stock on such terms as determined by the Compensation Committee. Upon a change in control, the Committee may also provide for the purchase of any awards for an amount of cash per share of common stock issuable under the award equal to the excess of the highest price per share of our common stock paid in any transaction related to a change in control of our company over the exercise price of such award.

Director Compensation


The following table sets forth information concerning cash and non-cash compensation we paid to our directors during the fiscal year ended June 30, 2011.

2013.


Name 
Fees
Earned
or
Paid in
Cash
($)
  
Stock
Awards
($)(1)
  
 
 
Option
Awards
($)(2)
  
Non-Equity
Incentive
Plan
Compensation
($)
  
Non-Qualified
Deferred
Compensation
Earnings
($)
  
All
Other
Compensation
($)
  
 
 
 
Total
($)
 
Yu Hao $24,000   —   —   —   —  $21,117(3) $45,117 
Lianfu Liu(4)
 $24,000  $42,480   —   —   —  $4,500(5) $70,980 
Robert B. Fields(6)
 $24,000  $42,480   —   —   —  $4,500(5) $70,480 
Yizhao Zhang(7)
 $24,000  $113,200   —   —   —  $4,500(5) $141,700 

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Name Fees
Earned
or
Paid in
Cash
($)		  

Stock

Awards

($)(1)

  Option
Awards
($)		  Non-Equity
Incentive
Plan
Compensation
($)		  Non-Qualified
Deferred
Compensation
Earnings
($)		  All
Other
Compensation
($)		  Total
($)		 
                      

Yizhao Zhang

 $26,000  $131,600(2)  —   —   —  $3,000(3) $27,000 
Yiru Shi $26,000  $98,700(2)  —   —   —  $3,000(3) $27,000 

Lianfu Liu

 $26000  $65,800(2)  —   —   —  $1,250(3) $14,208 

(1)The amounts reported in this column reflect the fair value on the grant date of the restricted stock awards granted to our directors. These values are determined by multiplying the number of shares granted by the closing price of our common stock on the trading day immediately preceding the grant date. The dollar amounts do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our directors.

(2)  The amounts reported in this column reflect the fair value on the grant date of the option awards granted to our directors. These values are determined under the principles used to calculate the grant date fair value of equity awards for purposes of our financial statements. The dollar amounts do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our directors. For a discussion of the assumptions and methodologies used to value the awards reported in this column, please see Note 14 in Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011.

(3)  (2)Represents compensation earned as an employee of Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., our wholly-owned subsidiary

(4)  During the fiscal year ended June 30, 3011, Mr. Liu was granted 6,00040,000, 30,000, 20,000 shares of restricted stock (on March 31, 2011) with a grant date fair value of $7.08 per share. As of June 30, 2011, Mr. Liu had outstanding vested optionsshares to purchase 6,667 of common stock.  On March 31, 2011, our Compensation Committee cancelled unvested options to purchase 3,333 shares of common stock heldthree independent directors respectively which granted by Mr. Liu.the Company on September 28, 2012.

(5)  (3)Represents payments made to our independent directors for attendance at meetings of our Board of Directors and Committees thereof.

(6)  During the fiscal year ended June 30, 3011, Mr. Fields was granted 6,000 shares of restricted stock (on March 31, 2011) with a grant date fair value of $7.08 per share. As of June 30, 2011, Mr. Fields had outstanding vested options to purchase 6,667 shares of common stock.  On March 31, 2011, our Compensation Committee cancelled unvested options to purchase 3,333 shares of common stock held by Mr. Fields.
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(7)  During the fiscal year ended June 30, 3011, Mr. Zhang was granted 16,000 shares of restricted stock (on March 31, 2011) with a grant date fair value of $7.08 per share. As of June 30, 2011, Mr. Zhang had outstanding vested options to purchase 6,667 shares of common stock.  On March 31, 2011, our Compensation Committee cancelled unvested options to purchase 3,333 shares of common stock held by Mr. Zhang

The directors will also be reimbursed for all of their out-of-pocket expenses in traveling to and attending meetings of the Board of Directors and committees on which they serve.


Compensation Committee Interlocks and Insider Participation


The members of the Compensation Committee during the fiscal year ended June 30, 20112013 were Ms. Yiru Shi and Messrs. Yizhao Zhang and Lianfu Liu, and Robert B. Fields.Liu. During the fiscal year ended June 30, 2011:

2013:

·none of the members of the Compensation Committee was an officer (or former officer) or employee of our company or any of its subsidiaries;

·�� none of the members of the Compensation Committee had a direct or indirect material interest in any transaction in which we were a participant and the amount involved exceeded $120,000;

·none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire Board of Directors) of another entity where one of that entity’s executive officers served on our Compensation Committee;

·none of our executive officers was a director of another entity where one of that entity’s executive officers served on our Compensation Committee; and

·none of our executive officers served on the compensation committee (or another board committee with similar functions or, if none, the entire Board of Directors) of another entity where one of that entity’s executive officers served as a director on our Board of Directors.

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23

CORPORATE GOVERNANCE


Independence of the Board of Directors

Our Board of Directors is currently composed of five (5) members. Messrs. Yizhao Zhang, Robert B. FieldsYiru Shi and Lianfu Liu qualify as independent directors in accordance with the published listing requirements of the New York Stock Exchange (“NYSE”). Ms. Yiru Shi, a director nominee, also qualifies as an independent director. The NYSE independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as further required by NYSE rules, our Board of Directors has made an affirmative determination as to each independent director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management. Our directors hold office until their successors have been elected and qualified or their earlier death, resignation or removal.

Board Meetings

The Board of Directors held threefive meetings, either in person or by telephone, in the fiscal year ended June 30, 2011.2013. In addition, the Board of Directors unanimously approved twofive written consents on matters between meetings. During the fiscal year ended June 30, 2011,2013, each incumbent director attended at least 75% of the aggregate number of meetings of the Board of Directors and applicable committee meetings (held during the period for which he or she was a director) on which he or she served. We do not have a formal policy regarding attendance by members of the Board of Directors at the annual meeting of stockholders, but we encourage all members of the Board of Directors to attend the Meeting.

Board Committees

Our Board of Directors has established the following three standing committees which, pursuant to delegated authority, perform various duties on behalf of and report to the Board of Directors: (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating Committee. From time to time, the Board of Directors may establish other committees.

Audit Committee

The Audit Committee is responsible for: (i) overseeing the corporate accounting and financial reporting practices; (ii) recommending the selection of our registered public accounting firm; (iii) reviewing the extent of non-audit services to be performed by the auditors; and (iv) reviewing the disclosures made in our periodic financial reports. The members of the Audit Committee are Messrs. Yizhao Zhang, Robert B. FieldsLianfu Liu and Lianfu Liu,Ms. Yiru Shi, each of whom is an independent director within the meaning of the rules of the NYSE and Rule 10A-3 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Board of Directors has determined that each of Mr. Zhang and Ms. Shi (as a director nominee) qualifies as an Audit Committee Financial Expert under applicable SEC Rules. The Chairman of the Audit Committee is Mr. Zhang. The Audit Committee held four meetings during the fiscal year ended June 30, 2011.2013. The Audit Committee carries out its responsibilities in accordance with the terms of its Audit Committee Charter, a copy of which was attached as Annex A to our Definitive Proxy Statement on Schedule 14A for our 2010 Annual Meeting, filed with the SEC on October 28, 2010, and is also available on our website atwww.cgagri.com.

Compensation Committee

The Compensation Committee determines matters pertaining to the compensation of executive officers and other significant employees, and administers our stock and incentive plans. The members of the Compensation Committee are Messrs. Yizhao Zhang, Robert B. FieldsLianfu Liu and Lianfu Liu.Ms. Yiru Shi. The Chairman of the Compensation Committee is Mr. Fields.Ms. Shi. The Compensation Committee held three meetingsone meeting during the fiscal year ended June 30, 2011.2013. Each of the members of the Compensation Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and an “outside director” within the meaning of Section 162(m) under the Internal Revenue Code. The Compensation Committee carries out its responsibilities pursuant to a written charter, a copy of which was attached as Annex C to our Definitive Proxy Statement on Schedule 14A for our 2009 Annual Meeting, filed with the SEC on October 28, 2009, and is also available on our website atwww.cgagri.com.


Nominating Committee


The Nominating Committee identifies and nominates candidates to serve on our Board of Directors. The members of the Nominating Committee are Messrs. Yizhao Zhang, Robert B. FieldsLianfu Liu and Lianfu Liu.Ms. Yiru Shi. The Chairman of the Nominating Committee is Mr. Liu. The Nominating Committee held one meeting during the fiscal year ended June 30, 2011.2013. A copy of our Nominating Committee Charter was attached as Annex B to our Definitive Proxy Statement on Schedule 14A for our 2010 Annual Meeting, filed with the SEC on October 28, 2010, and is also available on our website atwww.cgagri.com. See “Director Nominations” below for the procedures for the nomination of directors.

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Board Leadership Structure and Board’s Role in the Oversight of Risk Management


Our Board of Directors believes it is important to select our Chairman and our Chief Executive Officer in the manner it considers in the best interests of our company at any given point in time. Due to Mr. Li’s substantial experience in the industry, our Board of Directors has determined that the most effective leadership structure for our company at this time is for Mr. Li to serve as both our Chairman and Chief Executive Officer. Our Board benefits from the Chairman having direct knowledge of the operations of, and opportunities and challenges facing, our business on a regular and company-wide basis. Mr. Li’s combined role as Chairman and Chief Executive Officer fosters greater communication between the Board and management and provides unified leadership for carrying out our company’s strategic initiatives and business plans.


TToo counterbalance the potential for ineffective Board oversight, we have adopted a governance structure that includes: (i) a designated lead independent director; (ii) annual elections of directors by a majority of votes cast at the annual meeting of shareholders; (iii) committees composed entirely of independent directors; and (iv) established corporate governance and ethics guidelines. Our Board appointed Mr. Yizhao Zhang to serve as the Board’s lead independent director. The lead independent director acts as an intermediary between the Board and senior management. Among other things, the lead independent director is responsible for facilitating communication among directors and between the Board and the Chief Executive Officer, working with the Chief Executive Officer to provide an appropriate information flow to the Board, and chairing executive sessions of the independent directors. Executive sessions of our independent directors occur following regularly scheduled quarterly audit committee meetings, and at such other times as the independent directors deem appropriate.However, the Board of Directors recognizes that circumstances may change over time and as they do, changes to the leadership structure may be warranted.

The Board has an active role, directly and through its committees, in the oversight of our risk management efforts. The Board carries out this oversight role through several levels of review. The Board regularly reviews and discusses with members of management information regarding the management of risks inherent in the operations of our businesses and the implementation of our strategic plan, including our risk mitigation efforts.

In accordance with corporate governance standards of the NYSE, the Audit Committee charter assigns to that committee the responsibility to review our policies and practices with respect to risk assessment and risk management, including major financial risk exposures, and the steps management has taken to monitor and control such exposures. Additionally, each of the Board’s committees also oversees the management of our risks that are under each committee’s areas of responsibility. For example, the Audit Committee oversees management of accounting, auditing, external reporting, internal controls, and cash investment risks. The Nominating Committee oversees our compliance policies, Code of Conduct, conflicts of interests, director independence and corporate governance policies. The Compensation Committee oversees risks arising from compensation practices and policies. In this manner the Board is able to coordinate its risk oversight.

Director Nominations


The Nominating Committee recommends director candidates and will consider for such recommendation director candidates proposed by management, other directors and stockholders. All director candidates will be evaluated based on the criteria identified below, regardless of the identity of the individual or the entity or person who proposed the director candidate.


The selection of director nominees includes consideration of factors deemed appropriate by the Corporate Governance and Nominating Committee and the Board of Directors. We may engage a firm to assist in identifying, evaluating, and conducting due diligence on potential board nominees. Factors will include integrity, achievements, judgment, intelligence, personal character, any prior contact or relationship between a candidate and a current or former director or officer of our company, the interplay of the candidate’s relevant experience with the experience of other Board members, the willingness of the candidate to devote adequate time to Board duties and the likelihood that he or she will be willing and able to serve on the Board of Directors for a sustained period. The Corporate Governance and Nominating Committee will consider the candidate’s independence, as defined by the rules of the SEC and the NYSE. In connection with the selection, due consideration will be given to the Board’s overall balance of diversity of perspectives, backgrounds, and experiences. Experience, knowledge, and skills to be represented on the Board of Directors include, among other considerations, financial expertise (including an “audit committee financial expert” within the meaning of the SEC’s rules), financing experience, related industry experience, strategic planning, business development, and community leadership.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our employees and officers, and the members of our Board of Directors, which was amended and restated in 2010. The Amended and Restated Code of Ethics (the “Code of Ethics”) is available on our website atwww.cgagri.com. Printed copies are available upon request without charge. Any amendment to or waiver of the Code of Ethics will be disclosed on our website promptly following the date of such amendment or waiver.

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25

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines applicable to the management of our company, a copy of which is available on our website atwww.cgagri.com. Printed copies are available upon request without charge.


Certain Relationships and Related Transactions


On August 10, 2010, weXi’an Hu County Yuxing Agriculture Technology Development Co., Ltd (“Yuxing”), an indirect contractually-controlled operating subsidiary of the Company, entered into an agreement with Xi’an Kingtone Information Technology Co., Ltd. (“Kingtone Information”), the contractually-controlled operating subsidiary of Kingtone Wirelessinfo Solution Holding Ltd (“Kingtone Wireless”), a Nasdaq listed company. Mr. Tao Li, our Chairman and Chief Executive Officer, is the Chairman of Kingtone Wireless. Pursuant to the agreement, Kingtone Information is responsible for developing certain electronic control systems for Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a wholly-owned subsidiary of Jinong in the PRC.Yuxing. The total contracted value of this agreement, including value-added taxes and other taxes, is RMB 3.03RMB3.03 million, or approximately $452,000.$458,000. Work on this project started in August 2010 and is still ongoing. As of June 30, 2013 RMB1,212,000 or $183,200 had been paid by Yuxing to Kingtone Information. Pursuant to the agreement, Kingtone Information will design, plan, construct and purchase materials for the electronic control systems to be used in 28 greenhouses of Yuxing. The agreement sets forth a warranty period, which is the earlier of (a) 18 months after the construction raw materials are delivered, inspected and accepted, and (b) 12 months after the inspection and acceptance of the work completed. During the warranty period Yuxing is entitled to receive maintenance and repair services at no cost.

Our executive offices located at 3/F, Area A, Block A, No. 18 South Taibai Road, Xi’an 710065, the People’s Republic of China are leased from Kingtone Information. On September 30, 2010, Jinong signed a two year lease effective as of July 1, 2010 with Kingtone Information, who owns the property. Kingtone Information. According to the lease agreement, the monthly rent is $1,596 (RMB 10,800) for approximately 3,875 square feet (360 square meters). On June 29, 2012, the two parties signed a new lease for a new lease term from July 1, 2012 to June 30, 2014 for a monthly rent of approximately $3,885 (RMB24,480) for approximately 6,587 square feet (612 square meters).

On March 8, 2012, the Company, entered into a Stock Purchase Agreement (“Purchase Agreement”), with Mr. Tao Li, Chairman and Chief Executive Officer of the Company, pursuant to which the Company issued 63,158 shares of its Common Stock, par value $0.001 (the “Shares”) to Mr. Li. The purchase price for each Share is $4.75 and the aggregate purchase price for the Shares is $300,000.50. The Company sold the Shares in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 8, 2012.

On September 26, 2012, Mr. Tao Li subscribed 151,515 shares of the Company’s Common Stock under the first offering under the ESPP at a purchase price equal to the market price of the Company’s stock at $3.30 per share on September 26, 2012.

Procedures for Approval of Related Party Transactions


In November 2010, we adopted a written Related Party Transactions Policy (the “Policy”). According to the Policy, a “Related Party Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) are, were or will be a participant and the amount involved exceeds $120,000, and in which any related party had, has or will have a direct or indirect “material” interest. The Policy’s definition of a “Related Party” is in line with the definition set forth in the instructions to Item 404(a) of Regulation S-K.


S-K promulgated by the SEC.

Under the Policy, our Chief Financial Officer is responsible for determining whether a proposed transaction, as submitted by a Related Party is a Related Party Transaction that requires the consideration and discussion of the Audit Committee. The Audit Committee is responsible for evaluating and assessing a proposed transaction based on the facts and circumstances including those listed in the Policy, including comparing the terms of the proposed transaction and the terms available to unrelated third parties or to employees generally. The Policy states that the Audit Committee shall approve only those Related Party Transactions that are in, or are not inconsistent with, the best interests of our company and our stockholders. No member of the Audit Committee shall participate in any review, consideration or approval of any Related Party Transaction in which he or she or any immediate family member directly or indirectly is involved.


In the event that we become aware of a Related Party Transaction that has not been previously approved under the Policy, such transaction will be presented to the Audit Committee. A Related Party Transaction entered into without pre-approval of the Audit Committee shall not be deemed to violate the Policy, or be invalid or unenforceable, so long as the transaction is brought to the Audit Committee as promptly as reasonably practical after it is entered into and is subsequently ratified by the Audit Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. The Reporting Persons are also required to furnish us with copies of all such reports. Based solely on our review of the reports received by us, and written representations from certain Reporting Persons that no other reports were required for those persons, we believe that, during the year ended June 30, 2011,2013, the Reporting Persons met all applicable Section 16(a) filing requirements, other than the following:

requirements.


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NameReporting Event
Tao LiOn September 30, 2010, (i) 15,307 shares of performance-based restricted stock held by Mr. Li vested or became reportable in Table I of Form 4, and (ii) performance-based options to purchase 30,194 shares of common stock held by Mr. Li vested or became reportable in Table II of Form 4. A Form 4 reporting these transactions was filed on November 24, 2010.
Tao LiOn December 31, 2010, (i) 25,000 shares of performance-based restricted stock held by Mr. Li vested, and (ii) performance-based options to purchase 25,000 shares of common stock held by Mr. Li vested. A Form 4 reporting this transaction was filed on February 2, 2011.
Yu HaoOn December 31, 2010, 3,333 shares of performance-based restricted stock held by Mr. Hao vested.  A Form 4 reporting this transaction was filed on February 2, 2011.
Lianfu LiuOn December 31, 2010, performance-based options to purchase 3,333 shares of common stock held by Mr. Liu vested.  On March 31, 2011, 6,000 shares of restricted stock were granted to Mr. Liu.  A Form 4 reporting these transactions was filed on April 22, 2011.
Robert B. FieldsOn December 31, 2010, performance-based options to purchase 3,333 shares of common stock held by Mr. Fields vested.  On March 31, 2011, 6,000 shares of restricted stock were granted to Mr. Fields.  A Form 4 reporting these transactions was filed on April 27, 2011.
Yizhao ZhangOn December 31, 2010, performance-based options to purchase 3,333 shares of common stock held by Mr. Zhang vested.  On March 31, 2011, 16,000 shares of restricted stock were granted to Mr. Zhang.  A Form 4 reporting these transactions was filed on April 28, 2011.
Tao LiOn March 31, 2011, 38,000 shares of restricted stock were granted to Mr. Li.  On March 31, 2011, unvested performance-based options to purchase 20,129 shares of common stock were cancelled by our Compensation Committee.  A Form 4 reporting these transactions was filed on April 22, 2011.
Ken RenOn March 31, 2011, 30,000 shares of restricted stock were granted to Mr. Ren.  A Form 4 reporting this transaction was filed on April 22, 2011.
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Communications with the Board


Interested parties may communicate with any of our directors, our Board as a group, our independent directors as a group or any committees of the Board by sending an e-mail to Ms. Jane Zuo,Ran Liu, Secretary to the Board of Directors, at jane.zuo@cgagri.comliuran@cgagri.com and indicating the intended recipient in the subject line, or by writing to Ms. ZuoLiu at China Green Agriculture, Inc., 3rd Floor, Borough A, Block A. No. 181, South Taibai Road, Xian, Shaanxi Province, People’s Republic of China 710065.710065. The Board has given Ms. Zuo,Liu, as Secretary to the Board of Directors, the discretion to distribute communications to the targeted director or directors, after ascertaining whether the communications are appropriate to duties and responsibilities of the Board. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities will be forwarded to the appropriate employee within our company. Solicitations, junk email and obviously frivolous or inappropriate communications will not be forwarded. You will receive a written acknowledgement from the Secretary to the Board upon receipt of your communication.

Audit Fees


Audit Fees


The aggregate fees billed by Kabani & Company, Inc. for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Form 10-K, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q, for our Sarbanes-Oxley Act of 2002 compliance audit, and for services in connection with statutory and regulatory filings or engagements were $455,000$456,500 and $210,000$440,000 for the fiscal years ended June 30, 20112013 and 2010, respectively


2012, respectively.

Audit-Related Fees


The aggregate fees billed by our principal accountants for audit-related services was $10,000$15,000 and $15,000 for each of the fiscal years ended June 30, 20112013, and 2010.


2012, respectively.

Tax Fees


We did not engage our principal accountants to provide tax or related services during the last two fiscal years.


All Other Fees


We did not engage our principal accountants to render services to us during the last two fiscal years, other than as reported above.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board is comprised of three non-employee directors, each of whom has been determined by the Board to be “independent” under the meaning of Rule 10A-3(b)(1) under the Exchange Act. Each of Mr. Yizhao Zhang and Ms. Yiru Shi qualifies as a financial expert within the meaning of Item 401(h) of SEC Regulation S-K. The Audit Committee assists the Board’s oversight of the integrity of our financial reports, compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm, the audit process, and internal controls. The Audit Committee operates pursuant to a written charter adopted by the Board. The current Audit Committee charter is attached as Annex B to this proxy statement. The Audit Committee is responsible for overseeing our corporate accounting and financial reporting practices, recommending the selection of our registered public accounting firm, reviewing the extent of non-audit services to be performed by the auditors, and reviewing the disclosures made in our periodic financial reports. The Audit Committee also reviews and recommends to the Board that the audited financial statements be included in our Annual Report on Form 10-K.

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The Audit Committee: (1) reviewed and discussed the audited financial statements for the year ended June 30, 20112013, with management; (2) discussed with the independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards), as may be modified or supplemented; and (3) received the written disclosures and the letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant its independence.

Based on the review and discussions referred to above, the Audit Committee had recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 20112013, for filing with the SEC.

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The foregoing report has been furnished in October 20112013, by the members of the Audit Committee, being:


Yizhao Zhang, Chairman

Robert B. Fields

Yiru Shi

Lianfu Liu

The foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other of our filings under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this Audit Committee Report by reference therein.


STOCKHOLDER PROPOSALS

Proposals of stockholders intended for presentation at next year’s annual meeting of stockholders and intended to be included in our proxy statement and form of proxy relating to that meeting must be received at our executive office by June 30, 20122014, and comply with the requirements of Rule 14a-8(e) promulgated under the Exchange Act. If a stockholder intends to submit a proposal at next year’s annual meeting of stockholders, which proposal is not intended to be included in the our proxy statement and form of proxy relating to that meeting, the stockholder must provide appropriate notice to us not later than September 5, 201213, 2014, in order to be considered timely submitted within the meaning of Rule 14a-4(c) of the Exchange Act. As to all such matters which we do not have notice on or prior to September 5, 2012,13, 2014, discretionary authority shall be granted to the persons designated in our proxy related to the 20122014 annual meeting of stockholders to vote on such proposal.

ANNUAL REPORT ON FORM 10-K

We will furnish without charge to each person whose proxy is being solicited, upon the request of such person, a copy of our Annual Report on Form 10-K for the fiscal year ended June 30, 2011,2013, including the financial statements and schedules thereto. Requests for copies of such report should be directed to Mr. Ken Ren, Chief Financial Officer, China Green Agriculture, Inc., 3rd Floor, Borough A, Block A. No. 181, South Taibai Road, Xian, Shaanxi Province, People’s Republic of China 710065, +86-29-88266368.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors has no knowledge of any business which will be presented for consideration at the Meeting other than the election of directors. Should any other matters be properly presented, it is intended that the enclosed proxy will be voted in accordance with the best judgment of the persons voting the proxies.

It is important that the proxies be returned promptly and that your shares be represented at the Meeting. Stockholders are urged to mark, date, execute and promptly return the accompanying proxy card in the enclosed envelope.


October 27, 201128, 2013By Order of the Board of Directors
   
 /s/ Tao Li
Tao Li
Chairman of the Board

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Appendix A

Amendment No. 2 to

2009 EQUITY INCENTIVE PLAN

OF CHINA GREEN AGRICULTURE, INC.

China Green Agriculture, Inc. (the “Company”) previously approved and adopted the 2009 Equity Incentive Plan and its Amendment No. 1 (the “Plan”) to promote the success and enhance the value of the Company by linking the personal interests of the Plan’s participants to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance in order to help grow the Company and to generate superior returns to its shareholders. By this Amendment, the Company desires to amend the Plan to increase the number of shares available under the Plan.

1.           Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.

2.           The effective date of this Amendment to the Plan shall be December 23, 2013, upon the stockholders’ approval.

3.           Section 1.5 of the Plan is amended and restated in its entirety as follows:

Maximum number of Shares Available for Awards.  Subject to adjustment in accordance with  Section 5.2 hereof, the maximum number of Shares for which grants under the Plan shall be available is 8,260,000.  In addition, the Committee shall have the authority, in its sole discretion, to grant additional Non-qualified Stock Options to a Participant who exercises an Option and pays the exercise price in Common Stock, in a quantity equal to the number of shares of Common Stock delivered to the Corporation upon such exercise.  In the event any Awards granted under the Plan shall be forfeited, terminate or expire, the number of Shares subject to such Award, to the extent of any such forfeiture, termination or expiration, shall thereafter again be available for grant under the Plan.  The Common Stock distributed under the Plan may be authorized and unissued shares, shares held in the treasury of the Corporation, or shares purchased on the open market by the Corporation (at such time or times and in such manner as it may determine).  The Corporation shall be under no obligation to acquire Common Stock for distribution to Participants before such Common Stock is due and distributable.

4.           This Amendment shall amend only the provisions of the Plan as set forth herein. Those provisions of the Plan not expressly amended hereby shall be considered in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative on this October 25, 2013.

 China Green Agriculture, Inc.
  
By: /s/ Tao Li
Name:  Tao Li
Title: Chief Executive Officer

Chairman of the Board
B-2
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