Exhibit
14.1




AMENDED
AND RESTATED CODE OF ETHICS




OF




CHINA
GREEN AGRICULTURE, INC.




I.
              Objectives




China Green Agriculture, Inc., a Nevada
corporation (the “Company”),
is committed to the highest level of ethical behavior. The Company's business
success depends upon the reputation of the Company and its directors, officers
and employees to perform with the highest level of integrity and principled
business conduct.




This Amended and Restated Code of
Ethics (“Code”)
applies to all directors, officers and employees of the Company, including the
directors, officers and employees of each of its subsidiaries (collectively, the
“Covered
Persons”). This Code is designed to deter wrongdoing and to promote all
of the following:




·
            honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




·
            full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents that the Company files with, or submits to, the Securities and
      Exchange Commission (the “Commission”),
      and in other public communications made by the
  Company;




·
            compliance
      with applicable governmental laws, rules and regulations; the prompt
      internal reporting to an appropriate person or persons identified herein
      for receiving notice of violations or potential violations of this Code;
      and




·
            accountability
      for adherence to this Code.




Current versions of the Code will be
maintained on the Company's website and distributed periodically to all Covered
Persons. Compliance with the Code is, first and foremost, the individual
responsibility of every Covered Person. The Company will post any amendments or
waivers to the Code on the Company's website.




This Code is not intended to cover
every applicable law, or to provide answers to all questions that might arise;
for such, the Company relies on each person's sense of what is right, including
a sense of when it is appropriate to seek guidance from others on an appropriate
course of conduct.




II.
            Honest
      And Ethical Conduct




Each Covered Person must always conduct
himself or herself in an honest and ethical manner. Each Covered Person must act
with the highest standards of personal and professional integrity and must not
tolerate others who attempt to deceive or evade responsibility for
actions.  Honest and ethical conduct must be a driving force in every
decision made by a Covered Person while performing his or her duties for the
Company. When in doubt as to whether an action is honest and ethical, each
Covered Person shall seek advice from his or her immediate supervisor or senior
management, as appropriate.









III.
              Conflicts Of
      Interest




The term “conflict of interest” refers
to any circumstance that would cast doubt on a Covered Person's ability to act
objectively when representing the Company's interest. Covered Persons should not
use their position or association with the Company for their own or their
family's personal gain, and should avoid situations in which their personal
interests (or those of their family) conflict or overlap, or appear to conflict
or overlap, with the Company's best interests.




The following are examples of
activities that give rise to a conflict of interest. These examples do not in
any way limit the general scope of the Company's policy regarding conflicts of
interest.




·
            Where
      a Covered Person's association with (or financial interest in) another
      person or entity would reasonably be expected to interfere with the
      Covered Person's independent judgment as to the Company's best interest,
      that association or financial interest creates a conflict of
      interest.




·
            The
      holding of a financial interest by a Covered Person in any present or
      potential competitor,  customer,  supplier, or
      contractor of the Company creates a conflict of interest, except where the
      business or enterprise in which the Covered Person holds such financial
      interest is publicly owned, and the financial interest of the Covered
      Person in such public entity constitutes less than one percent (1%) of the
      ownership of that business or
enterprise.




·
            The
      acceptance by a Covered Person of a membership on the board of directors,
      or serving as a consultant or advisor to any board or any management, of a
      business that is a present or potential competitor, customer, supplier, or
      contractor of the Company, creates a conflict of interest, unless such
      relationship is pre-approved in writing by the Chief Executive Officer of
      the Company.




·
            Engaging
      in any transaction involving the Company, from which the Covered Person
      can benefit financially or otherwise, apart from the usual compensation
      received in the ordinary course of business, creates a conflict of
      interest. Such transactions include lending or borrowing money,
      guaranteeing debts, or accepting gifts, entertainment, or favors from a
      present or potential competitor, customer, supplier, or contractor of the
      Company.





·
            The
      use or disclosure of any unpublished information regarding the Company,
      obtained by a Covered Person in connection with his or her employment for
      personal benefit, creates a conflict of
  interest.









It is our
policy and it is expected that all Covered Persons should endeavor to avoid all
situations that present an actual or apparent conflict of interest. All actual
or apparent conflicts of interest must be handled honestly and ethically. If a
Covered Person suspects that he or she may have a conflict of interest, that
Covered Person is required to report the situation to, and to seek guidance
from, his or her immediate supervisor or senior management, as appropriate. For
purposes of this Code, directors, the Chief Executive Officer and the Chief
Financial Officer shall report any such conflict or potential conflict
situations to the Chairman of the Audit Committee. Officers (other than the
Chief Executive Officer and Chief Financial Officer) and employees of the
Company shall report any such situations to their immediate supervisor. It is
the responsibility of the Chairman of Audit Committee or the Chairman of the
Board, as applicable, to determine if a conflict of interest exists or whether
such situation is likely to impair the Covered Persons ability to perform his or
her assigned duties with the Company, and if such situation is determined to
present a conflict, to determine the necessary resolution.




IV.
              Compliance
      With Applicable Laws, Rules And
Regulations




Full compliance with the letter and the
spirit of all applicable governmental laws, rules and regulations, and
applicable rules and listing standards of any national securities exchange on
which the Company's securities may be listed, is one of the foundations on which
the Company's ethical policies are built. All directors and executive officers
of the Company must understand and take responsibility for the Company's
compliance with the applicable governmental laws, rules and regulations of the
cities, states and countries in which the Company operates, and for complying
with the applicable rules and listing standards of any national securities
exchange on which the Company's securities may be listed.




V.
              Rules To
      Promote Full, Fair, Accurate, Timely and Understandable
      Disclosure




As a public Company, the Company has a
responsibility to report financial information to security holders so that they
are provided with accurate information in all material respects about the
Company's financial condition and results of operations. It is the policy of the
Company to fully and fairly disclose the financial condition of the Company in
compliance with applicable accounting principles, laws, rules and regulations.
Further, it is the Company's policy to promote full, fair, accurate, timely and
understandable disclosure in all Company reports required to be filed with or
submitted to the Commission, as required by applicable laws, rules and
regulations then in effect, and in other public communications made by the
Company.




Covered Persons may be called upon to
provide or prepare necessary information to ensure that the Company's public
reports are complete, fair and understandable. The Company expects Covered
Persons to take this responsibility seriously and to provide accurate
information related to the Company's public disclosure requirements. A Covered
Person who is unsure of whether any particular disclosure is required under any
applicable laws, rules or regulations shall discuss the situation with the their
immediate supervisor, senior management, or outside counsel, as the case may
require, to prevent the possible misunderstandings.




All books and records of the Company
shall fully and fairly reflect all Company transactions in accordance with
accounting principles generally accepted in the United States of America, and
any other financial reporting or accounting regulations to which the Company is
subject. No entries to the Company's books and records shall be made or omitted
to intentionally conceal or disguise the true nature of any transaction. Covered
Persons shall maintain all Company books and records in accordance with the
Company's established disclosure controls and procedures and internal controls
for financial reporting, as such controls may be amended from time to
time.









The Company is committed to developing
and operating a system of internal control over financial reporting to ensure
all internal transactions are properly authorized and recorded and comply with
all applicable laws. The internal controls include but are not limited to
written policies and procedures, superior examination and monitoring, budget
control and other inspection and settlement. The Company is committed to
developing and operating a system of disclosure procedures to ensure all
information is disclosed in accordance with the requirement of related
supervision authorities and rules.




All Covered Persons must report any
questionable accounting or auditing matters that may come to their attention.
This applies to all reports or records prepared for internal or external
purposes. If any Covered Person has concerns or complaints regarding
questionable accounting or auditing matters of the Company, the Covered Person
shall report such matters to his or her immediate supervisor. If the immediate
supervisor is involved in the questionable accounting or auditing matter, or
does not timely resolve the Covered Person's concern, the Covered Person should
submit their concerns to the internal audit department and/or the Chairman of
the Audit Committee. The internal audit department and/or the Chairman of the
Audit Committee will then exercise the discretion to do further investigation.
Any result will be reported to the Audit Committee. The reporting of any such
matters may be done on a confidential basis, at the election of the Covered
Person making the report.




VI.
              Competition
      and Fair Dealing




The Company seeks to outperform its
competitors fairly and honestly. The Company does not seek competitive
advantages through illegal or unethical business practices. Each Covered Person
shall endeavor to deal fairly with the Company's customers, service providers,
suppliers, competitors and employees. No Covered Person shall take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts or any unfair dealing
practice.




The purpose of business entertainment
and gifts in a commercial setting is to create good will and sound working
relationships, not to gain unfair advantage with customers. No gift or
entertainment should ever be offered, given, provided or accepted by any Company
employee, family member of an employee or agent unless it: (i) is not a cash
gift, (ii) is consistent with customary business practices, (iii) is not
excessive in value, (iv) cannot be construed as a bribe or payoff, and (v) does
not violate any laws or regulations. Please discuss with the Chief Financial
Officer any gifts which you are not certain are appropriate.




VII.
              Corporate
      Opportunities




Covered Persons are prohibited from (i)
taking for themselves opportunities that are discovered through the use of
Company property, information or position, (ii) using Company property,
information or position for personal gain, and (c) competing with the Company.
Covered Persons have a duty to the Company to advance its legitimate interest
when the opportunity to do so arises.









VIII.
              Confidentiality




Covered Persons must maintain the
confidentiality of non-public, proprietary information regarding the Company,
its customers or its suppliers, and shall use that information only to further
the business interests of the Company, except where disclosure or other use is
authorized by the Company or legally mandated. This includes information
disseminated to employees in an effort to keep them informed or in connection
with their work activities, but with the instruction, confidential labeling, or
reasonable expectation that the information be kept confidential.




IX.
              Trading on
      Inside Information




Inside information includes any
non-public information, whether favorable or unfavorable, that investors
generally consider important in making investment decisions. Examples include
financial results not yet released, imminent regulatory approval/disapproval of
an alliance or other significant matter such as the purchase or sale of a
business unit or significant assets, threatened litigation, or other significant
facts about a business. No information obtained as the result of employment at,
or a director's service on the Board of, the Company may be used for personal
profit or as the basis for a “tip” to others, unless such information has
previously been made generally available to the public, and even in such
circumstances, such information may be subject to other duties.




X.
              Protection
      and Proper Use of Company
Assets




Covered Persons should protect the
Company's assets and ensure their efficient use. Theft, carelessness and waste
have an adverse impact on the Company and its profitability. Company assets may
only be used for legitimate Company business purposes.




XI.
              Foreign
      Corrupt Practices Act




The Foreign Corrupt Practices Act
(“FCPA”)
prohibits the making of a payment and/or the offering of anything of value to
any foreign government official, government agency, political party or political
candidate in exchange for a business favor or when otherwise intended to
influence the action taken by any such individual or agency or to gain any
competitive or improper business advantage. It is very important to know that
the prohibitions of the FCPA apply to actions taken by all Covered Persons and
by all outside parties engaged directly or indirectly by the Company (e.g.,
consultants, professional advisers, etc.). Given the complexity of the FCPA and
the severe penalties associated with its violation, all Covered Persons are
urged to contact their immediate supervisor or senior management at any time
with any questions concerning the Company's and their obligations under and in
compliance with the FCPA.




XII.
              Discipline




Violation of this Code may result in
serious consequences for the Company, its corporate reputation and credibility
and the confidence level of its customers and investors. Sanctions against the
Company for criminal or civil wrongdoing could include substantial fines and
restrictions on future operations. Individual employees could be required to pay
significant fines or be sentenced to prison. Therefore, violations will be taken
seriously.









Company-imposed disciplinary action
will be coordinated with the employee's immediate supervisor and senior
management. The overall seriousness of the matter will be considered in
determining disciplinary action to be taken: which might include consequences up
to and including dismissal. Individual cases may require an employee to
reimburse the Company for losses or damages. The Company may even refer an
employee for criminal prosecution, civil enforcement or a combination of the
above.




Disciplinary action may also be taken
against supervisors or executives who condone, permit or have knowledge of
illegal or unethical conduct by subordinates and do not take corrective
action.




Disciplinary action may be taken
against employees who make false statements in connection with investigations of
violations of this Code.




All employees will be held to the
standards in this Code. Violating the Code, even if directed to do so by senior
management is not justifiable. If a manager or executive officer solicits
actions in violation of this Code, an employee should contact the other members
of senior management or the Chairman of the Audit Committee.




XIII.
              Reporting and
      Compliance procedure




Every Covered Person has the
responsibility to ask questions, seek guidance, report suspected violations and
express concerns regarding compliance with this Code. Any employee, officer or
director who knows or believes that any other employee or representative of the
Company has engaged or is engaging in Company-related conduct that violates
applicable law or this Code should report such information to senior management
or the Chairman of the Audit Committee. Covered Persons may report such conduct
openly or anonymously without fear of retaliation. The Company will not
discipline, discriminate against or retaliate against any employee who reports
such conduct, unless it is determined that the report was made with knowledge
that it was false, or who cooperates in any investigation or inquiry regarding
such conduct. Any supervisor who receives a report of a violation of this Code
must immediately inform senior management or Chairman of the Audit
Committee.




Covered Persons may report violations
of this Code on a confidential or anonymous basis, while the Company encourages
reporting person to identify himself or herself when reporting violations so
that the Company may follow up with the reporting person, as necessary, for
additional information.




If a member of senior management or the
Chairman of the Audit Committee receives information regarding an alleged
violation of this Code, he or she shall, in consultation with outside counsel,
as appropriate, (a) evaluate such information, (b) if the alleged violation
involves an executive officer or a director, inform the Chief Executive Officer
and Board of Directors of the alleged violation, (c) determine whether it is
necessary to conduct an informal inquiry or a formal investigation and, if so,
initiate such inquiry or investigation and (d) report the results of any such
inquiry or investigation, together with a recommendation as to disposition of
the matter, to the Chief Executive Officer for action, or if the alleged
violation involves an executive officer or a director, report the results of any
such inquiry or investigation to the Board of Directors or a committee thereof.
Covered Persons are expected to cooperate fully with any inquiry or
investigation by the Company regarding an alleged violation of this
Code.









Failure to cooperate with any such
inquiry or investigation may result in disciplinary action, up to and including
discharge.




The Company shall determine whether
violations of this Code have occurred and, if so, shall determine the
disciplinary measures to be taken against any employee who has violated this
Code. In the event that the alleged violation involves an executive officer or a
director, the Chief Executive Officer and the Board of Directors, respectively,
shall determine whether a violation of this Code has occurred and, if so, shall
determine the disciplinary measures to be taken against such executive officer
or director.




Failure to comply with the standards
outlined in this Code will result in disciplinary action including, but not
limited to, reprimands, warnings, probation or suspension without pay,
demotions, reductions in salary, discharge and restitution. Certain violations
of this Code may require the Company to refer the matter to the appropriate
governmental or regulatory authorities for investigation or prosecution.
Moreover, any supervisor who directs or approves of any conduct in violation of
this Code, or who has knowledge of such conduct and does not immediately report
it, also will be subject to disciplinary action, up to and including
discharge.




XIV.
              Waiver of the
      Code




While some of the policies contained in
this Code must be strictly adhered to and no exceptions can be allowed, in other
cases exceptions may be possible. Any request for a waiver of any provision of
this Code must be in writing and addressed to the Board or the Audit Committee,
if made by a director or officer; or the Chief Executive Officer or Chief
Financial Officer, if made by an employee.  Any waiver of this Code
with respect to an officer or director must be approved by the Board or the
Audit Committee, after consultation with the Company's corporate or outside
counsel, and will be disclosed as required by law, Commission regulations, or
the rules and listing standards of any national securities exchange on which the
Company's securities may be listed.




XV.
              Dissemination
      and Amendment




This Code shall be distributed to each
employee, officer and director of the Company upon commencement of his or her
employment or other relationship with the Company. The Company reserves the
right to amend, alter or terminate this Code at any time for any
reason.