ITEM 1.01 Entry into a Material Definitive Agreement.
On November 23, 2021 , China Green Agriculture, Inc. (the "Company") entered
into a Share Purchase Agreement (the "SPA") with certain non-US investors (the
"Purchasers"), giving them the right to purchase up to 13,142,857 shares of the
Company's common stock ("Issuable Shares"), par value $0.001 per share, at the
price of $15 per share in a transaction exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), in reliance on an
exemption provided by Rule 903 of Regulation S and/or Section 4(a)(2) of the
Securities Act. The aggregate purchase price for the Issuable Shares is up to
$197,142,855.
The SPA contains customary representation and warranties of the Company and the
Purchasers, indemnification obligations of the Company, termination provisions,
and other obligations and rights of the parties.
The SPA has been previously disclosed as supplemental disclosures to the
Company's Proxy Statement dated July 14, 2021. The transactions contemplated
within the SPA have received approval from a majority of the Company's
shareholders entitled to vote at the Company's annual shareholder meeting (the
"Meeting") dated August 30, 2021. At the same Meeting, two new candidates
including Mr. Xiaolai Li, who is one of the Purchasers in the SPA, were also
elected to serve as directors on the Company's board.
The SPA is filed as Exhibit 10.1 to this Current Report on Form 8-K and such
document is incorporated herein by reference. Portions of the SPA have been
omitted as private information. The foregoing is only a brief description of the
material terms of the SPA, and it does not purport to be a complete description
of the rights and obligations of the parties thereunder and is qualified in its
entirety by reference to such exhibits.
FORWARD-LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively, the "Filings") contain or may
contain forward-looking statements and information that are based upon beliefs
of, and information currently available to, Registrant's management as well as
estimates and assumptions made by Registrant's management. When used in the
Filings the words "anticipate," "believe," "estimate," "expect," "future,"
"intend," "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward-looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward-looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
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ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
10.1 Share Purchase Agreement, dated as of November 23, 2021, between the
Company and the Purchasers
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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