Core Viewpoint - China Green Agriculture, Inc. is expanding into the cryptocurrency sector through the acquisition of Lonestar Dream Inc. for $49 million, marking a strategic shift in its business model [1][2][6]. Group 1: Acquisition Details - The acquisition of Lonestar Dream is structured as a stock purchase agreement with a total purchase price of $49 million, funded in three installments [2]. - The shares of Lonestar Dream have been transferred and registered under the name of China Green Agriculture [2]. Group 2: Lonestar Dream's Operations - Lonestar Dream, founded in September 2021, has secured a power lock-in contract for 600 Megawatts (MW) across two sites, with the first phase of 100 MW energized in August 2022 [3]. - The company plans to deliver an additional 500 MW by 2026 and has diversified into self-mining and hosting services, utilizing advanced mining technologies [3][4]. Group 3: Future Expansion Plans - Lonestar Dream aims to establish its first Energy Industrial Park by the end of 2024, focusing on energy infrastructure to support emerging technologies like artificial intelligence [4]. - The company is integrating renewable energy into its expansion plans, including ventures into battery energy storage and solar energy [5]. Group 4: Strategic Significance - The acquisition is viewed as a strategic milestone for China Green Agriculture, enabling it to leverage Lonestar Dream's expertise and infrastructure in the cryptocurrency and energy sectors [6]. - The management team of Lonestar Dream, along with its extensive product pipeline and customer base, are considered key assets for China Green Agriculture's growth in the cryptocurrency industry [6][7].

Revenue and Sales Performance - For the six months ended December 31, 2023, total fertilizer sales decreased to approximately 52,426 metric tons, down 18.5% from 64,350 metric tons in the same period of 2022[124]. - Jinong's revenue for the three months ended December 31, 2023, was $6,811,640, a decrease of 30.8% compared to $9,842,749 in the same period of 2022[131]. - Gufeng's revenue for the three months ended December 31, 2023, was $8,209,157, down 30.7% from $11,849,719 in the same period of 2022[131]. - Total net sales for the three months ended December 31, 2023 were $17,800,114, a decrease of $6,739,093 or 27.5% from $24,539,207 for the same period in 2022[133]. - Jinong's net sales decreased by $3,031,109 or 30.8% to $6,811,640, with a sales volume of approximately 6,694 metric tons, down 9.5% from 7,400 metric tons in the previous year[133]. - Gufeng's net sales were $8,209,157, a decrease of $3,640,562 or 30.7%, with sales volume dropping to approximately 16,869 metric tons, down 27.9% from 23,394 metric tons[134]. - Total net sales for the six months ended December 31, 2023 were $40,197,976, a decrease of $11,938,556 or 22.9% from $52,136,532 for the same period in 2022[150]. - Jinong's net sales decreased by $5,890,353 or 26.8% to $16,100,398, with a sales volume of 14,748 tons compared to 16,785 tons in the previous year[150]. - Gufeng's net sales were $18,630,431, a decrease of $5,798,110 or 23.7%, with a sales volume of 37,678 tons compared to 47,565 tons in the previous year[151]. Profitability and Loss - The gross profit for the three months ended December 31, 2023, was $3,328,487, a decrease of 26.3% from $4,514,417 in the same period of 2022[131]. - The net loss for the three months ended December 31, 2023, was $5,370,003, an increase of 49.3% compared to a net loss of $3,596,545 in the same period of 2022[131]. - Total gross profit for the six months ended December 31, 2023 decreased by $1,720,885 or 17.7% to $7,978,341, with a gross profit margin of 19.8%[153]. - Net loss for the six months ended December 31, 2023 was $(7,154,196), an increase of loss by $3,029,536 or 73.4% compared to $(4,124,660) in the previous year[161]. - Comprehensive loss for the three months ended December 31, 2023 was $(3,285,173), a decrease of $5,672,756 or 63.3% from $(8,957,929) in the same period of 2022[148]. Expenses - Selling expenses were $1,770,860, or 9.9% of net sales, an increase from $1,658,654 or 6.8% of net sales in the previous year[140]. - General and administrative expenses were $6,947,810, or 39% of net sales, an increase of $412,409 or 6.3% from $6,535,402 or 26.6% of net sales in the same period of 2022[141]. - General and administrative expenses increased to $11,504,417 or 28.6% of net sales, up from $9,820,517 or 18.8% in the previous year[156]. - Jinong's general and administrative expenses decreased by $1,286,878 or 45.6% to $1,533,184 compared to $2,820,062 in the previous year[158]. Cash Flow and Financial Position - Cash and cash equivalents as of December 31, 2023 were $70,402,736, a decrease of $739,452 or 1.0% from $71,142,188 as of June 30, 2023[166]. - Net cash used in operating activities was $(2,066,674), a decrease of $737,173 or 26.3% from $(2,803,847) in the previous year[171]. - Net cash used in investing activities for the six months ended December 31, 2023 was $(1,607,163), a decrease of $2,196,885 compared to cash provided by investing activities of $589,722 for the same period in 2022[172]. - Net cash used in financing activities for the six months ended December 31, 2023 was $1,382,404, a decrease of 93.0% compared to $19,872,445 net cash provided by financing activities for the same period in 2022[173]. Accounts and Inventory Management - Accounts receivable increased by $4,533,103, or 27.5%, reaching $20,988,837 as of December 31, 2023, compared to $16,455,734 as of June 30, 2023[175]. - Allowance for doubtful accounts decreased by $4,601,409, or 8.4%, to $50,107,077 as of December 31, 2023, with the allowance as a percentage of accounts receivable at 70.5%[175]. - Inventories decreased by $6,900,644, or 14.9%, to $39,554,487 as of December 31, 2023, primarily due to a decrease in Gufeng's inventory[177]. - Advances to suppliers increased by $2,633,644, or 18.4%, to $16,966,359 as of December 31, 2023, compared to $14,332,715 as of June 30, 2023[178]. - Accounts payable decreased by $516,794, or 24.6%, to $1,583,655 as of December 31, 2023, compared to $2,100,449 as of June 30, 2023[179]. - Customer deposits decreased by $82,301, or 1.5%, to $5,407,480 as of December 31, 2023, with Jinong's unearned revenue increasing by $91,085, or 7.9%[179]. Other Financial Information - The company launched one new fertilizer product during the three months ended December 31, 2023, while eliminating 72 unqualified distributors[129]. - The company incurred no income tax expenses for Jinong and Gufeng for the three months ended December 31, 2023[146]. - As of December 31, 2023, total short-term loans payable was $7,653,040, an increase from $5,346,640 as of June 30, 2023[174]. - The accumulated other comprehensive loss was $23 million as of December 31, 2023, reflecting exposure to foreign exchange risk due to fluctuations in the RMB against the U.S. dollar[191].

Sales Performance - For the three months ended September 30, 2023, total net sales were $22,397,862, a decrease of $5,199,463 or 18.8% from $27,597,325 for the same period in 2022[135]. - Jinong's net sales decreased by $2,859,244 or 23.5% to $9,288,758, with sales volume dropping to approximately 8,036 metric tons, a decrease of 1,349 tons or 14.4% compared to the previous year[135]. - Gufeng's net sales were $10,421,274, a decrease of $2,157,548 or 17.2%, with sales volume at approximately 20,809 metric tons, down 3,362 tons or 13.9% from the prior year[136]. - Yuxing's net sales were $2,342,716, a decrease of $527,785 or 18.4%, attributed to reduced market demand[136]. Revenue Composition - The fertilizer business generated approximately 88.0% and 89.6% of total revenues for the three months ended September 30, 2023 and 2022, respectively[122]. - Approximately 61.9% of fertilizer revenue for the three months ended September 30, 2023, came from five provinces in China, with Hebei contributing 26.2%[128]. Product Development - As of September 30, 2023, the company had developed a total of 409 different fertilizer products, with 73 produced by Jinong and 336 by Gufeng[123]. - The company launched 3 new fertilizer products during the three months ended September 30, 2023, while eliminating 105 unqualified distributors[131]. Cost and Profitability - The total cost of goods sold for the three months ended September 30, 2023, was $17,748,008, a decrease of $4,664,508 or 20.8% from the previous year[134]. - Total gross profit for Q3 2023 decreased by $534,955, or 10.3%, to $4,649,854, compared to $5,184,809 in Q3 2022, with a gross profit margin of 20.8%[140]. - Jinong's gross profit decreased by $705,688, or 20.8%, to $2,682,144 in Q3 2023, with a gross profit margin of approximately 28.9%[140]. - Gufeng's gross profit increased by $102,008, or 7.7%, to $1,425,953 in Q3 2023, with a gross profit margin of approximately 13.7%[141]. Expenses and Losses - General and administrative expenses for Q3 2023 were $4,556,606, an increase of $1,271,491, or 38.7%, from $3,285,115 in Q3 2022[144]. - The net loss for the three months ended September 30, 2023, was $1,784,193, compared to a net loss of $528,114 for the same period in 2022, representing an increase of 237.8%[134]. - Net loss for Q3 2023 was $(1,784,193), an increase in loss of $1,256,078, or 237.8%, compared to $(528,114) in Q3 2022[146]. Cash Flow and Financial Position - Cash and cash equivalents as of September 30, 2023, were $67,285,823, a decrease of $3,856,365, or 5.4%, from $71,142,188 as of June 30, 2023[150]. - Net cash used in operating activities was $626,510 for Q3 2023, a decrease of $2,369,000, or 79.1%, from $2,995,510 in Q3 2022[153]. - Accounts receivable increased by $3,452,398, or 21.0%, to $19,908,132 as of September 30, 2023, compared to $16,455,734 as of June 30, 2023[156]. - The allowance for doubtful accounts decreased by $3,794,917, or 6.9%, to $50,913,569 as of September 30, 2023[156]. - As of September 30, 2023, total short-term loans payable decreased to $3,756,540 from $5,346,640 as of June 30, 2023, a reduction of 29.6%[158]. - Inventories decreased by $3,859,578, or 8.3%, to $42,595,553 as of September 30, 2023, primarily due to a significant reduction in Gufeng's inventory, which fell by 18.3%[159]. - Advances to suppliers increased by $352,370, or 2.5%, to $14,685,085 as of September 30, 2023, indicating a potential increase in production activity[160]. - Accounts payable decreased by $120,955, or 5.8%, to $1,979,494 as of September 30, 2023, reflecting improved cash flow management[161]. - Customer deposits (unearned revenue) increased by $179,290, or 3.3%, to $5,669,071 as of September 30, 2023, driven by seasonal fluctuations in demand[161]. Other Financial Metrics - The company reported an accumulated other comprehensive loss of $28 million as of September 30, 2023, due to foreign exchange fluctuations[174]. - Short-term debt outstanding decreased from $5.3 million to $3.8 million between June 30, 2023, and September 30, 2023, indicating a reduction in leverage[175]. - The company has not entered any hedging transactions to mitigate foreign exchange or interest rate risks, exposing it to potential volatility[174][176]. - The impact of COVID-19 has led to increased credit risk, with higher overdue accounts receivable compared to pre-pandemic levels[177]. - Inflationary pressures have adversely affected operating results, with increased costs impacting gross margins and administrative expenses[178].

Financial Performance - For the fiscal year ended June 30, 2023, the company sold approximately 175,519 metric tons of fertilizer products, a decrease of 38.9% from 287,160 metric tons in the previous year[250]. - Jinong's revenue for the fiscal year ended June 30, 2023, was $40,247,303, down 25.9% from $54,339,228 in 2022[259]. - Gufeng's revenue for the fiscal year ended June 30, 2023, was $74,028,542, a decline of 28.0% from $102,755,286 in 2022[259]. - The company's net sales for the fiscal year ended June 30, 2023, totaled $124,140,355, representing a decrease of 26.3% from $168,450,904 in 2022[259]. - Gross profit for the fiscal year ended June 30, 2023, was $21,918,293, down 25.0% from $29,206,282 in 2022[259]. - The company reported a net loss of $13,281,985 for the fiscal year ended June 30, 2023, compared to a net loss of $98,364,332 in 2022, reflecting an improvement of 86.5%[259]. - Total net sales for the fiscal year ended June 30, 2023 were $124,140,355, a decrease of $44,310,549 or 26.3% from $168,450,904 for the fiscal year ended June 30, 2022[262]. - Jinong's net sales decreased by $14,091,925, or 25.9%, to $40,247,303 from $54,339,228 for the fiscal year ended June 30, 2022, with a sales volume of 31,637 tons, a decrease of 28,170 tons or 47.1% compared to 59,807 tons for fiscal year 2022[262]. - Gufeng's net sales were $74,028,542, a decrease of $28,726,744, or 28.0% from $102,755,286 for the fiscal year ended June 30, 2022, with a sales volume of 143,882 tons, a decrease of 83,471 tons or 36.7% compared to 227,353 tons for fiscal year 2022[263]. - Total gross profit for the fiscal year ended June 30, 2023 decreased by $7,287,989 to $21,918,293, with a gross profit margin of 17.7% compared to 17.3% for the fiscal year ended June 30, 2022[265]. Expenses and Losses - General and administrative expenses were $27,197,200, or 21.9% of net sales for the fiscal year ended June 30, 2023, a decrease of $74,612,033, or 73.3% from $101,809,233, or 60.4% of net sales for the fiscal year ended June 30, 2022[269]. - Net loss for the fiscal year ended June 30, 2023 was $(13,281,985), a decrease of loss by $85,082,347, or 86.5%, compared to $(98,364,332) for the fiscal year ended June 30, 2022[271]. Cash Flow and Financial Position - Cash and cash equivalents as of June 30, 2023 were $71,142,188, an increase of $13,371,885, or 23.1%, from $57,770,303 as of June 30, 2022[278]. - Net cash used in operating activities was $990,122 for the fiscal year ended June 30, 2023, a decrease of $18,958,094, or 95.0% from cash used in operating activities of $19,948,216 for the fiscal year ended June 30, 2022[277]. - Net cash provided by financing activities decreased by 63.7% to $19,771,581 for the fiscal year ended June 30, 2023, compared to $54,454,275 in 2022[281]. Accounts and Inventory - Accounts receivable decreased by 42.8% to $16,455,734 as of June 30, 2023, down from $28,792,891 in 2022, primarily due to a 49.6% decrease in Jinong's accounts receivable[283]. - Inventories increased by 10.1% to $46,455,131 as of June 30, 2023, compared to $42,198,186 in 2022, driven by an 11.4% increase in Gufeng's inventory[287]. - Advances to suppliers decreased by 30.8% to $14,332,715 as of June 30, 2023, down from $20,711,891 in 2022[289]. - Accounts payable increased by 25.7% to $2,100,449 as of June 30, 2023, compared to $1,670,655 in 2022, primarily due to Antaeus's accounts payable[290]. - Unearned revenue decreased by 31.3% to $5,489,781 as of June 30, 2023, down from $7,994,669 in 2022, mainly due to a 67.4% decrease in Jinong's unearned revenue[290]. - Total loans payable increased to $6,283,680 as of June 30, 2023, compared to $4,031,100 in 2022, with short-term loans rising to $5,346,640[282]. - Allowance for doubtful accounts decreased by 5.7% to $54,708,486 as of June 30, 2023, from $58,000,266 in 2022, while the allowance as a percentage of accounts receivable increased to 76.9%[283]. Product Development and Market Focus - As of June 30, 2023, the company had developed and sold a total of 406 different fertilizer products, with 70 from Jinong and 336 from Gufeng[252]. - The company eliminated 15 obsolete products and added 1 new distributor for Jinong during the three months ended June 30, 2023[257]. - The provinces of Hebei, Liaoning, Inner Mongolia, Heilongjiang, and Jilin accounted for approximately 66.0% of the company's manufactured fertilizer revenue for the year ended June 30, 2023[254]. - The company intends to use net proceeds from securities offerings to acquire new businesses and upgrade production lines, indicating a focus on growth and expansion[276]. Digital Asset Activities - The company expanded its digital asset activities by establishing Antaeus Tech Inc. in Texas for bitcoin mining in March 2023[256]. Other Considerations - The company reported an accumulated other comprehensive loss of $27.0 million as of June 30, 2023, with the RMB depreciating by 7.6% against the U.S. dollar during the fiscal year[300]. - The company has not entered any hedging transactions to reduce exposure to foreign exchange or interest rate risks[301][302]. - The Company is actively monitoring the COVID-19 pandemic situation and its potential impact on operational and financial performance, which remains uncertain[306]. - Future impacts may include adverse effects on demand for the Company's products and services, supply chain disruptions, and challenges in executing strategic plans[307]. - The pandemic could heighten existing risks related to profitability and cost structure[307].

Sales Performance - For the nine months ended March 31, 2023, the company sold approximately 135,467 metric tons of fertilizer products, a decrease of 43.0% compared to 237,493 metric tons for the same period in 2022[164]. - Jinong's fertilizer sales for the nine months ended March 31, 2023, were approximately 23,684 metric tons, down 52.1% from 49,487 metric tons in the prior year[164]. - Gufeng's fertilizer sales for the nine months ended March 31, 2023, were approximately 111,783 metric tons, a decrease of 40.5% from 188,006 metric tons in the same period of 2022[164]. - Sales of fertilizer products to customers in five provinces within China accounted for approximately 83.8% of fertilizer revenue for the three months ended March 31, 2023[165]. - Jinong's top five distributors accounted for 19.4% of its fertilizer revenues for the three months ended March 31, 2023, while Gufeng's top five distributors accounted for 82.8% of its revenues[165]. Financial Performance - Total net sales for Q1 2023 were $45,261,960, a decrease of $15,876,912 or 26.0% from $61,138,872 in Q1 2022[184]. - Jinong's net sales decreased by $3,778,845 or 28.2% to $9,606,177 in Q1 2023, with sales volume dropping by 63.7% to approximately 6,899 metric tons[184]. - Gufeng's net sales were $33,457,644, a decrease of $11,747,823 or 26.0%, with sales volume down by 28.8% to approximately 64,218 metric tons[185]. - Total net sales for the nine months ended March 31, 2023 were $97,398,492, a decrease of $35,938,404 or 27.0% from $133,336,896 for the same period in 2022[200]. - Jinong's net sales decreased by $11,916,355 or 27.4% to $31,596,928 for the nine months ended March 31, 2023, primarily due to lower sales volume[200]. - Gufeng's net sales for the nine months ended March 31, 2023 were $57,886,185, a decrease of $23,680,948 or 29.0% from $81,567,133 for the same period in 2022[201]. Profitability - Gross profit for Q1 2023 decreased by $2,361,935 or 24.3% to $7,375,956, with a gross profit margin of 16.3%[188]. - Jinong's gross profit decreased by $900,757 or 24.6% to $2,754,689, with a gross profit margin of approximately 28.7%[188]. - For the three months ended March 31, 2023, Gufeng's gross profit was $4,188,982, a decrease of $1,493,602 or 26.3% from $5,682,584 for the same period in 2022[189]. - Gross profit for the nine months ended March 31, 2023 decreased by $6,011,968 or 26.0% to $17,075,182 compared to $23,087,150 for the same period in 2022[205]. - Net income for Q1 2023 was $189,605, compared to a net loss of $38,078,827 in Q1 2022[182]. - For the nine months ended March 31, 2023, the net loss decreased to $(3,935,055), a reduction of $81,203,916, or 95.4%, compared to $(85,138,971) for the same period in 2022[211]. - Jinong's net loss decreased by $9,240,024, or 80.7%, to $(2,209,588) for the nine months ended March 31, 2023, from $(11,449,612) for the same period in 2022[216]. - Gufeng's net income increased by $57,017,779, or 100.2%, to $113,257 for the nine months ended March 31, 2023, from a net loss of $(56,904,522) for the same period in 2022[216]. Expenses - General and administrative expenses for Q1 2023 were $5,234,123, a significant decrease of $34,129,009 or 86.7% from $39,363,132 in Q1 2022[182]. - Selling expenses for the nine months ended March 31, 2023 were $6,054,463, a decrease of $2,690,010 or 30.8% from $8,744,473 for the same period in 2022[207]. - Total cost of goods sold for Q1 2023 was $37,886,004, a decrease of $13,514,977 or 26.3% from $51,400,981 in Q1 2022[186]. Strategic Initiatives - The company launched 5 new fertilizer products during the three months ended March 31, 2023, through Jinong, while Gufeng did not launch any new products[168]. - The company is developing an online platform to connect its physical distribution network, indicating a strategic move towards e-commerce in the agricultural sector[177]. - The company intends to use net proceeds from securities offerings to acquire new businesses and upgrade production lines, indicating a focus on growth and expansion[218]. - The company entered into strategic acquisition agreements with various agricultural companies, with total cash payments for acquisitions amounting to RMB 37 million and principal of notes for acquisitions totaling RMB 51 million[169]. Cash Flow and Financial Position - Cash and cash equivalents increased to $71,760,603 as of March 31, 2023, an increase of $13,990,300, or 24.2%, from $57,770,303 as of June 30, 2022[217]. - Net cash used in operating activities was $(5,471,529) for the nine months ended March 31, 2023, a decrease of $40,298,073, or 88.0%, from cash provided by operating activities of $45,769,602 for the same period in 2022[222]. - Accounts receivable increased to $32,934,268 as of March 31, 2023, compared to $28,792,891 as of June 30, 2022, an increase of $4,141,377, or 14.4%[226]. - Inventories increased to $44,052,715 as of March 31, 2023, compared to $42,198,186 as of June 30, 2022, an increase of $1,854,529, or 4.4%[228]. - Advances to suppliers decreased to $8,045,641 as of March 31, 2023, from $20,711,891 as of June 30, 2022, representing a decrease of $12,666,250, or 61.2%[230]. - Customer deposits decreased to $7,111,862 as of March 31, 2023, from $7,994,669 as of June 30, 2022, a decrease of $882,807, or 11.0%[231]. Market and Economic Conditions - Inflationary pressures have increased operating costs, adversely affecting gross margins and administrative expenses[248]. - The COVID-19 pandemic has created significant economic uncertainty, impacting demand for the company's products and services[250]. - The company continues to monitor the COVID-19 situation and its potential effects on operations and financial performance[251]. - The company has not experienced significant credit risk, as most customers have strong payment records[247]. Foreign Exchange and Debt - As of March 31, 2023, the company's accumulated other comprehensive loss was $17 million due to foreign exchange fluctuations[244]. - Between July 1, 2022, and March 31, 2023, the RMB depreciated by a cumulative 2.5% against the U.S. dollar, affecting trade dynamics[244]. - The short-term debt outstanding as of March 31, 2023, was $5.7 million, compared to $4.0 million as of June 30, 2022[245]. - The company is exposed to interest rate risk primarily related to short-term bank loans, which are subject to renewal[245]. - The average remaining life of short-term loans is approximately four months, with original loan terms averaging one year[245]. - The company has not entered any hedging transactions to mitigate foreign exchange or interest rate risks[244][246].

Sales Performance - For the six months ended December 31, 2022, the company sold approximately 64,350 metric tons of fertilizer products, a decrease of 49.8% compared to 128,276 metric tons for the same period in 2021[166]. - Jinong sold approximately 16,785 metric tons of fertilizer products for the six months ended December 31, 2022, down 45% from 30,498 metric tons in the same period of 2021[166]. - Gufeng's sales for the same period were approximately 47,565 metric tons, a decrease of 51.4% from 97,778 metric tons in the prior year[166]. - For the three months ended December 31, 2022, the company sold approximately 30,794 tons of fertilizer products, compared to 74,278 metric tons for the same period in 2021, representing a decline of 58.5%[165]. Revenue and Profitability - The company's fertilizer business generated approximately 89.0% and 92.1% of total revenues for the six months ended December 31, 2022 and 2021, respectively[160]. - For the three months ended December 31, 2022, total net sales decreased by $14,819,929 or 37.7% to $24,539,207 compared to $39,359,136 for the same period in 2021[186]. - Jinong's net sales decreased by $5,123,770 or 34.2% to $9,842,749, with a sales volume drop of 51.5% to approximately 7,400 metric tons[186][187]. - Gufeng's net sales decreased by $9,723,695 or 45.1% to $11,849,719, with a sales volume drop of 60.4% to approximately 23,394 metric tons[187]. - Total gross profit for the six months ended December 31, 2022 decreased by $3,650,033 or 27.3% to $9,699,226 compared to $13,349,259 in the same period of 2021[204]. Expenses and Losses - Total operating expenses decreased by $21,779,404 or 72.7% to $8,194,056 for the three months ended December 31, 2022[186]. - General and administrative expenses for the three months ended December 31, 2022 were $6,535,402, a decrease of $20,471,197 or 75.8% from $27,006,599 in the same period of 2021[194]. - Net loss for the three months ended December 31, 2022 was $(3,596,545), a decrease in loss of $28,386,391 or 88.8% compared to $(31,982,936) for the same period in 2021[198]. - Net loss for the six months ended December 31, 2022, was $(4,124,660), a decrease of $42,935,484, or 91.2%, compared to $(47,060,144) in 2021[211]. Cash Flow and Financial Position - Net cash used in operating activities was $(2,803,848) for the six months ended December 31, 2022, an increase of $4,444,383, or 270.9%, from cash provided by operating activities of $1,640,536 in 2021[221]. - Cash and cash equivalents increased by $16,348,846, or 28.3%, to $74,119,148 as of December 31, 2022, from $57,770,303 as of June 30, 2022[217]. - Net cash provided by financing activities was $19,872,445 for the six months ended December 31, 2022, a 100% increase compared to $0 in 2021, primarily due to proceeds from common stock sales[223]. Market and Economic Conditions - The COVID-19 pandemic has created significant economic uncertainty, potentially impacting demand for the company's products and services[249]. - Inflationary pressures have increased operating costs, adversely affecting gross margins and administrative expenses[248]. - The company continues to monitor the COVID-19 situation and its potential impacts on operations and financial performance[250]. Strategic Developments - The company entered into strategic acquisition agreements with various agricultural companies, with total cash payments for acquisitions amounting to RMB 37 million and principal of notes for acquisitions totaling RMB 51 million[171]. - The company is developing an online platform to connect its physical distribution network, indicating a strategic move towards e-commerce in the agricultural sector[179].

Sales Performance - For the three months ended September 30, 2022, the company sold approximately 33,556 tons of fertilizer products, a decrease of 37.9% compared to 53,995 tons for the same period in 2021[158]. - Jinong's fertilizer sales were approximately 9,385 metric tons, down 38.4% from 15,224 metric tons in the same period last year, while Gufeng sold 24,171 metric tons, down 37.7% from 38,771 metric tons[162]. - The fertilizer business generated approximately 89.6% of total revenues for the three months ended September 30, 2022[158]. - The company's fertilizer revenue from five provinces in China accounted for approximately 60.7% of total fertilizer revenue, with Hebei contributing 27.3%[163]. - Total net sales for the three months ended September 30, 2022, were $27,597,325, a decrease of $5,241,563 or 16.0% from $32,838,888 for the same period in 2021[184]. Distributor and Market Presence - As of September 30, 2022, the company had a total of 1,318 distributors across 22 provinces, with Jinong having 974 distributors and Gufeng having 344 distributors[163]. - The company’s top five distributors accounted for 12.6% of Jinong's fertilizer revenues, while Gufeng's top five distributors accounted for 78.4% of its revenues for the three months ended September 30, 2022[163]. Financial Performance - Jinong's net sales decreased by $3,013,740 or 19.9% to $12,148,002, with a sales volume of approximately 9,385 metric tons, down 5,839 tons or 38.4% compared to 15,224 metric tons in 2021[184][185]. - Gufeng's net sales were $12,578,822, a decrease of $2,209,430 or 14.9%, with a sales volume of approximately 24,171 metric tons, down 14,600 tons or 37.7% from 38,771 metric tons in 2021[185]. - Total cost of goods sold for the three months ended September 30, 2022, was $22,412,516, a decrease of $3,926,524 or 14.9% from $26,339,040 in 2021[186]. - Total gross profit for the three months ended September 30, 2022, decreased by $1,315,039 or 20.2% to $5,184,809, with a gross profit margin of 18.8% compared to 19.8% in 2021[187]. - Selling expenses were $2,437,354, or 8.8% of net sales, a decrease of $992,089 or 28.9% from $3,429,443, or 10.4% of net sales in 2021[189]. - General and administrative expenses decreased by $13,030,735 or 79.9% to $3,285,115 from $16,315,850 in 2021[182]. Net Loss and Improvements - Net loss from continuing operations was $528,114, a significant improvement of $12,817,331 or 96.0% compared to a loss of $13,345,446 in 2021[182]. - Comprehensive loss for the three months ended September 30, 2022, was $11,448,272, a decrease of $3,172,361 or 21.7% from $14,620,634 in 2021[182]. - Net loss for the three months ended September 30, 2022, was $(528,114), a decrease in loss of $14,549,093, or 96.5%, compared to $(15,077,208) for the same period in 2021[194]. - Jinong's net income increased by $4,803,267, or 125.8%, to $984,350 for the three months ended September 30, 2022, from a net loss of $(3,818,917) for the same period in 2021[198]. - Gufeng's net loss decreased by $8,417,071, or 91.9%, to $(746,500) for the three months ended September 30, 2022, from $(9,163,571) for the same period in 2021[199]. Cash Flow and Assets - Cash and cash equivalents increased by $12,062,232, or 20.9%, to $69,832,535 as of September 30, 2022, compared to $57,770,303 as of June 30, 2022[200]. - Net cash used in operating activities was $(2,995,510) for the three months ended September 30, 2022, an increase of $4,510,466, or 297.7%, from $1,514,956 for the same period in 2021[204]. - Net cash provided by financing activities was $18,025,034 for the three months ended September 30, 2022, an increase of 100.0% compared to $0 for the same period in 2021[206]. - Accounts receivable decreased by $1,421,554, or 4.9%, to $27,371,337 as of September 30, 2022, compared to $28,792,891 as of June 30, 2022[208]. - Inventories increased by $3,147,114, or 7.5%, to $45,345,300 as of September 30, 2022, compared to $42,198,186 as of June 30, 2022[210]. - Advances to suppliers decreased by $13,548,396, or 65.4%, to $7,163,495 as of September 30, 2022, compared to $20,711,891 as of June 30, 2022[211]. Strategic Developments - The company is developing an online platform to connect its physical distribution network, indicating a strategic move towards e-commerce in the agricultural sector[176]. - The company is organized into three main business segments: Jinong (fertilizer production), Gufeng (fertilizer production), and Yuxing (agricultural products production) as of September 30, 2022[221]. Foreign Exchange and Economic Factors - The company reported an accumulated other comprehensive loss of $24 million as of September 30, 2022, due to foreign exchange risk from RMB depreciation[225]. - Between July 1, 2022, and September 30, 2022, the RMB decreased by a cumulative 6.0% against the U.S. dollar, affecting trade dynamics[225]. - The short-term debt outstanding was $3.8 million as of September 30, 2022, compared to $4.0 million as of June 30, 2022[226]. - The company has not entered any hedging transactions to mitigate exposure to foreign exchange or interest rate risks[227]. - Inflationary pressures have increased operating costs, adversely affecting gross margins and administrative expenses[230]. - The COVID-19 pandemic has created significant economic uncertainty, potentially impacting demand for the company's products and services[231]. - The company continues to monitor the COVID-19 situation and its potential effects on operations and financial performance[232].

PART I [Business Overview](index=4&type=section&id=Item%201%20Business) CGA specializes in PRC fertilizer and agricultural product sales, with fertilizers comprising **88.4% of FY2022 revenue** [Company Overview and Operations](index=4&type=section&id=1.1%20Company%20Overview%20and%20Operations) CGA operates in the PRC, focusing on fertilizer and agricultural product development, production, and sales through its subsidiaries and VIEs - CGA primarily researches, develops, produces, and sells fertilizers and agricultural products in the PRC through subsidiaries Jinong and Gufeng, and VIE Yuxing[8](index=8&type=chunk) - The primary business is fertilizer products, including humic acid-based, compound, blended, organic, slow-release, and water-soluble fertilizers, with Yuxing also producing agricultural products like fruits, vegetables, and flowers[8](index=8&type=chunk) Fertilizer Revenue Contribution | Fiscal Year Ended June 30 | Revenue from Fertilizer Products | % of Total Revenues | | :------------------------ | :------------------------------- | :------------------ | | 2022 | $160,657,513 | 88.4% | | 2021 | $200,245,680 | 83.5% | | 2020 | $200,185,739 | 80.3% | [Recent Developments](index=5&type=section&id=1.2%20Recent%20Developments) The company has discontinued strategic acquisition agreements with several VIEs, reducing their number to zero as of June 30, 2022 - As of June 30, 2022, the Company, through Jinong, discontinued strategic acquisition agreements with eight VIE companies, reducing the number of VIEs to zero[9](index=9&type=chunk) - On November 30, 2017, the Company discontinued agreements with Zhenbai, resulting in the forfeiture of convertible notes and accrued interest[14](index=14&type=chunk) - On March 31, 2022, the Company discontinued agreements with Jinyangguang and Wangtian, receiving RMB11,700,000 (approximately **$1,746,810**) in cash[16](index=16&type=chunk) [Company History and Structure](index=12&type=section&id=1.3%20Company%20History%20and%20Structure) The company was incorporated in 1987, reincorporated in Nevada in 2007, and listed on the NYSE in 2009 - The Company was incorporated in Kansas in 1987, reincorporated in Nevada in October 2007, and changed its name to China Green Agriculture, Inc. in February 2008[38](index=38&type=chunk)[39](index=39&type=chunk) - The Company's common stock was listed on the NYSE MKT in March 2009, then transferred to the New York Stock Exchange in December 2009 under the ticker "CGA"[39](index=39&type=chunk) - On July 2, 2010, the Company, through Jinong, acquired Gufeng and its subsidiary Tianjuyuan, making them indirect wholly-owned subsidiaries[40](index=40&type=chunk) [Industry Analysis](index=15&type=section&id=1.4%20Industry%20Analysis) China's fertilizer market is in a downturn due to sluggish demand, volatile raw material prices, and compressed profits, but organic fertilizers are an emerging segment - China's fertilizer market is in a downturn due to limited output growth, large inventories, volatile raw material prices, and depressed international markets, leading to compressed profits and increased enterprise losses[47](index=47&type=chunk) - Government support for agriculture and initiatives promoting organic produce are expected to boost the organic fertilizer segment in the coming years[50](index=50&type=chunk) - The "Green Food" industry in the PRC, with a market reaching **$5 billion in 2015** and growing **20% year-over-year**, drives demand for organic fertilizers[56](index=56&type=chunk) [Growth Strategy](index=17&type=section&id=1.5%20Growth%20Strategy) The company's growth strategy focuses on expanding production capacity, diversifying product offerings, and leveraging R&D efforts - The company plans to expand its current annual fertilizer production capacity of **555,000 metric tons**, diversify its **416 products**, and acquire complementary PRC fertilizer manufacturers[60](index=60&type=chunk) - R&D efforts, including 98 sunlight greenhouses and six "intelligent" greenhouses at Yuxing, aim to shorten the fertilizer market cycle by providing advanced testing for new products[61](index=61&type=chunk) - The company is developing new advanced highly efficient fertilizers, such as slow controlled-release and microbial fertilizers, with Gufeng developing the "Tianjuyuan" controlled-release fertilizer[62](index=62&type=chunk) [Products and Manufacturing](index=18&type=section&id=1.6%20Products%20and%20Manufacturing) The company's core business is fertilizer manufacturing, producing 416 types of liquid, granular, and powdered fertilizers to increase crop yields - The principal products are 416 types of liquid, granular, and powdered fertilizers, including various compound fertilizers designed to increase crop yields[63](index=63&type=chunk) - Fertilizer manufacturing is the core business, accounting for approximately **88.4% of total revenues**, with self-manufactured fertilizers produced and sold through Jinong and Gufeng[64](index=64&type=chunk) Fertilizer Revenue Contribution | Fiscal Year Ended June 30 | Revenue from Fertilizer Products | % of Total Revenues | | :------------------------ | :------------------------------- | :------------------ | | 2022 | $160,657,513 | 88.4% | | 2021 | $200,245,680 | 83.5% | | 2020 | $200,185,739 | 80.3% | [Raw Materials and Inventory](index=20&type=section&id=1.7%20Raw%20Materials%20and%20Inventory) The company sources weathered coal for humic acid and over 50 raw materials for other fertilizers, maintaining efficient inventory levels - Weathered coal is a key raw material for humic acid, sourced from Shaanxi, Shanxi, and Inner Mongolia due to its abundance and cost-effectiveness[74](index=74&type=chunk) - Gufeng and Tianjuyuan use over 50 raw materials, including coal, sulfuric acid, and NPK compounds, primarily sourced from neighboring provinces for economical transportation[75](index=75&type=chunk) - Efficient production methods allow for appropriate inventory levels, keeping costs reasonable, with raw materials and packaging purchased based on demand and forecasts[77](index=77&type=chunk) [Seasonality](index=20&type=section&id=1.8%20Seasonality) Fertilizer sales peak from January to June, while agricultural product sales peak from October to March due to holiday demand - The peak season for fertilizer sales is from January through June, though Jinong experienced no significant seasonal variation in FY2022, with **44.8% of annual sales** in Q3 and Q4[78](index=78&type=chunk) - Gufeng's compound fertilizer sales show significant seasonal variation, with **65.0% of annual sales** occurring in the third and fourth fiscal quarters of FY2022[78](index=78&type=chunk) - Agricultural product sales peak from October to March (Q2 and Q3) due to strong demand for high-end fruits and decorative flowers during holiday seasons[79](index=79&type=chunk) [Marketing, Distribution and Customers](index=21&type=section&id=1.9%20Marketing,%20Distribution%20and%20Customers) The company markets its fertilizer products through a nationwide network of 1,398 distributors across 22 provinces, with top five distributors accounting for 49.9% of revenues - The company markets its fertilizer products to private wholesalers and retailers in 22 provinces, 4 autonomous regions, and 4 central government-controlled municipalities in China[80](index=80&type=chunk) - In FY2022, five PRC provinces (Hebei, Heilongjiang, Inner Mongolia, Liaoning, and Shaanxi) collectively accounted for **70.2% of fertilizer manufacturing revenue**[80](index=80&type=chunk) - As of June 30, 2022, the company sold products through a network of approximately **1,398 distributors** across 22 provinces, 4 autonomous regions, and 4 central government-controlled municipalities[89](index=89&type=chunk) - Sales to the top five distributors of self-manufactured products accounted for approximately **49.9% of total revenues** for the fiscal year ended June 30, 2022[90](index=90&type=chunk) [Research and Development](index=23&type=section&id=1.10%20Research%20and%20Development) The company conducts most R&D through Yuxing, utilizing advanced greenhouse facilities to test new fertilizers and accelerate product development - The bulk of R&D activities are conducted through Yuxing, which cultivates and sells high-quality flowers, green vegetables, and fruits to end-users like airlines, hotels, and restaurants[93](index=93&type=chunk) - Yuxing's advanced R&D facilities provide a testing and data collection base for new Jinong fertilizers, shortening product development cycles and increasing market share[93](index=93&type=chunk) Yuxing R&D Capital Expenditure | Category | FY 2022 (USD) | FY 2021 (USD) | FY 2020 (USD) | | :------------------------ | :------------ | :------------ | :------------ | | Machines, Buildings and Equipment | $6,926,023 | $8,198,256 | $8,355,336 | | Construction in Progress | $10,600 | $97,516 | $59,575 | | **Total** | **$6,988,882**| **$8,295,772**| **$8,414,911**| [Intellectual Property](index=23&type=section&id=1.11%20Intellectual%20Property) The

Sales Performance - For the six months ended December 31, 2021, the company sold approximately 128,276 metric tons of fertilizer products, a decrease of 13.8% compared to 148,788 metric tons for the same period in 2020[160]. - Jinong sold approximately 30,498 metric tons of fertilizer products for the six months ended December 31, 2021, representing a decrease of 17.8% from 37,099 metric tons in the same period of 2020[160]. - Gufeng sold approximately 97,778 metric tons of fertilizer products for the six months ended December 31, 2021, a decrease of 12.5% from 111,689 metric tons in the same period of 2020[160]. - Total net sales for the three months ended December 31, 2021 were $42,826,589, a decrease of $912,382 or 2.1% from $43,738,971 for the same period in 2020[180]. - Jinong's net sales increased by $64,644, or 0.4%, to $14,966,519, primarily due to higher sales prices, with revenue per ton rising to $997, an increase of $307 or 44.6% compared to the previous year[180]. - Gufeng's net sales decreased by $862,980 or 3.8% to $21,573,414, attributed to a lower sales volume of approximately 59,007 metric tons, down 11.8% from 66,865 metric tons in the prior year[181]. - Yuxing's net sales increased by $137,008 or 5.1% to $2,819,203, driven by increased market demand[181]. - Total net sales for the six months ended December 31, 2021 were $77,266,037, a decrease of 4.6% from $81,004,048 for the same period in 2020[199]. - Jinong's net sales decreased by 2.4% to $30,128,261 for the six months ended December 31, 2021, with revenue per ton increasing by 19.2% to $989[199]. - Gufeng's net sales for the six months ended December 31, 2021 were $36,361,666, a decrease of 5.0% from $38,264,597 in the previous year[200]. Revenue Generation - The fertilizer business conducted by Jinong and Gufeng generated approximately 85.3% and 85.4% of total revenues for the six months ended December 31, 2021 and 2020, respectively[154]. - Sales of fertilizer products to customers in five provinces within China accounted for approximately 69.3% of fertilizer revenue for the three months ended December 31, 2021[161]. - The company’s agricultural products revenue for the three months ended December 31, 2021, was primarily generated from Shaanxi (83.5%), Shanghai (6.3%), and Beijing (3.7%) provinces[163]. Product Development - The company launched 3 new fertilizer products during the three months ended December 31, 2021, while Gufeng did not launch any new products during the same period[163]. Financial Performance - Total gross profit for the six months ended December 31, 2021 decreased by 3.6% to $14,067,795, with a gross profit margin of 18.2%[203]. - Jinong's gross profit increased by 2.8% to $8,045,334 for the six months ended December 31, 2021, maintaining a gross profit margin of approximately 26.7%[203]. - Gross profit for the three months ended December 31, 2021 decreased by $276,314 or 3.7% to $7,276,085, with a gross profit margin of 17.0% compared to 17.3% in the previous year[186]. - For the three months ended December 31, 2021, Gufeng's gross profit was $2,428,526, a decrease of 6.2% from $2,589,971 for the same period in 2020[187]. - Yuxing's gross profit for the three months ended December 31, 2021 was $444,982, down 17.8% from $541,339 in the previous year, with a gross profit margin decrease from 20.2% to 15.8%[187]. Expenses and Losses - Operating expenses decreased by $10,491,338 or 22.8% to $35,603,272, primarily due to a significant reduction in general and administrative expenses[186]. - Net loss from continuing operations was $(28,417,291), an improvement of $11,656,081 or 29.1% compared to the net loss of $(40,073,372) in the prior year[180]. - Comprehensive loss for the three months ended December 31, 2021 was $(28,720,323), a slight increase of $611,351 or 2.2% compared to $(28,108,972) in the same period of 2020[186]. - Net loss for the three months ended December 31, 2021 was $(31,982,936), a decrease in loss of 20.1% compared to $(40,036,664) for the same period in 2020[195]. - Net loss for the six months ended December 31, 2021, was $(47,060,144), a decrease of 33.7% from $(70,989,577) in the same period of 2020[209]. Cash Flow and Assets - Cash and cash equivalents increased by 27.0% to $23,607,170 as of December 31, 2021, from $18,593,944 as of June 30, 2021[215]. - Net cash provided by operating activities was $1,640,536 for the six months ended December 31, 2021, an increase of 126.3% from cash used in operating activities of $(6,237,210) in the same period of 2020[218]. - Accounts receivable decreased by 27.2% to $74,786,136 as of December 31, 2021, from $102,783,004 as of June 30, 2021[224]. - Inventories decreased by 39.7% to $38,766,953 as of December 31, 2021, from $64,315,903 as of June 30, 2021[226]. - As of December 31, 2021, customer deposits increased to $6,434,068 from $6,257,215 as of June 30, 2021, representing a growth of $176,853 or 2.8%[229]. Financial Structure and Risks - The company has no off-balance sheet arrangements, indicating a straightforward financial structure[230]. - The company’s short-term debt remained stable at $4.2 million as of both December 31, 2021, and June 30, 2021[241]. - The accumulated other comprehensive loss was $1 million as of December 31, 2021, reflecting foreign exchange risks associated with RMB fluctuations[240]. - The company has not experienced significant credit risk, as most customers are long-term with strong payment records[244]. - The company is exposed to foreign exchange risk due to revenues and expenses being primarily denominated in RMB while reporting in U.S. dollars[239]. - The company has not entered any hedging transactions to mitigate interest rate or foreign exchange risks[243]. Strategic Initiatives - The company entered into strategic acquisition agreements with various targets, with a total cash payment for acquisition amounting to RMB 37 million and principal of notes for acquisition totaling RMB 51 million[166]. - Deferred assets, which represent amounts advanced to distributors for marketing and store development, were fully amortized as of December 31, 2021[235]. Market Conditions - The ongoing COVID-19 pandemic has introduced significant economic uncertainty, potentially impacting demand, supply chains, and overall financial performance[246].