China Green Agriculture

Through Jinong, we own an approximately 6,495 square meters (69,911 square feet) production facility that manufactures liquid fertilizer products and a 13,803-square meter (148,576 square feet) production facility that produces liquid and highly concentrated (powdered) fertilizers, located in the Yang Ling Agriculture High-Tech Demonstration Zone, on No. 6 Guhua 5 Road, Yangling, Xi’an, Shaanxi province, PRC 712100. The production facilities occupy approximately 30,947 square meters (333,111 square feet) of land, which contain office buildings, warehouses, and research laboratories. The production lines have a total annual production capacity of 55,000 metric tons. We own the land use rights for the land Jinong’s manufacturing facilities are situated for a term of 50 years from 2001.

Yuxing, Jinong’s wholly owned subsidiary, has land use rights to over 353,000 square meters (3,799,660 square feet) of land located in Hu County, Xi’an, Shaanxi Province on which we have built 98 sunlight greenhouses and 6 intelligent greenhouses as part of a research and development center currently under construction. Yuxing owns the land use rights to the property for a term of 50 years from 2009.

Through Gufeng and Tianjuyuan, we own an additional 17,930 square meters (approximately 192,997 square feet) of manufacturing, office, and warehouse space and 47,110 square meters (approximately 507,088 square feet) of auxiliary facilities of the building located on approximately 42,726 square meters (459,898 square feet) of land located in No. 6 Mafang Logistics Park, Pinggu, Beijing. In addition, the eight manufacturing facilities of Gufeng and Tianjuyuan collectively increased our total annual production capacity by another 500,000 metric tons.

Tianjuyuan rents approximately 47,333 square meters (509,488 square feet) of land in the Ping Gu District of Beijing. Under the rental agreement dated February 16, 2004 with the village committee of Dong Gao Village and Zhen Nan Zhang Dai Village in the Beijing Ping Gu District. The rental term is from February 1, 2004 to January 31, 2054. While the rental agreement was recognized previously by our PRC counsel as invalid and unenforceable due to its permitted use, we have since obtained the proper land use right certificate from the relevant government entity.

Antaeus rents approximately 404 square meters (4,348 square feet) of office in Austin, Texas. The rental term is from April 1, 2025 to March 31, 2026.

The details on our properties and manufacturing facilities are described in the table below:

Facility Location and Production Segment · Address · Area (square meters/ square feet) · Ownership Status and Term

Xi’an – Fertilizers (Jinong) · Yang Ling Agriculture High- tech Demonstration Zone, No. 6 Guhua 5 Road, Yangling, Xi’an, Shaanxi province · 30,947 sq. m. (333,111 sq. ft.) · Land use right (Certificate #006012633) expires in January 2051*(1)

Xi’an – Fertilizers (Jinong) · Yang Ling Agriculture High- tech Demonstration Zone, Guhua 5 Road, Yangling, Xi’an, Shaanxi province · 6,495 sq. m. No. 6 (69,911 sq. ft.) · Building Ownership Certificate (Certificate # 20050722) * (1)

Xi’an – Research and development center (Yuxing) · North Xin’an Village, Weifeng, Hu County, Shaanxi Province · 353,000 sq. m. (3,799,660 sq. ft.) · Land use right (Certificate #006001700) expires in August 2059

Beijing – Fertilizers (Tianjuyuan & Gufeng) · South of Nanzhangdai Village, Donggaocun Town, Ping Gu District, Beijing · 42,726 sq. m. (459,898 sq. ft.) · Land use right (Certificate #2003189) expires in August 2053 * (1)

Beijing – Fertilizers (Tianjuyuan & Gufeng) · South of Nanzhangdai Village, Donggaocun Town, Ping Gu District, Beijing · 17,930 sq. m. (192,997 sq. ft.) · Building Ownership Certificate# 33142 * (1)

Beijing – Fertilizers (Tianjuyuan & Gufeng) · South of Nanzhangdai Village, Donggaocun Town, Ping Gu District, Beijing · 47,333 sq. m. (509,488 sq. ft.) · Rent from February 2004 to January 2054

Austin – Bitcoin (Antaeus) · 3415 Greystone Dr, Suite 205, Austin, TX 78731 · 404 sq. m. (4,348 sq. ft.) · Rent from April 2025 to March 2026

* (1) · As of June 30, 2025, the encumbrances over our land use right and building ownership are summarized as below:

No. · Loan Amount · Lending Institution · Contract Period · Type of Guarantee · Interest Rate (Per Annum) · Property under Mortgage

1 · RMB 10 million ($1,395,900) · Beijing Bank -Pinggu Branch · June 16, 2025-June 16, 2026 · Mortgage · 3.20 · Tianjuyuan’s land

2 · RMB 3.04 million ($424,354) · Industrial Bank Co. Ltd · July 5, 2024-July 4, 2026 · Mortgage · 3.55 · Office Building

3 · RMB 6.8 million ($949,212) · Industrial Bank Co. Ltd · April 17, 2025-April 16, 2027 · Mortgage · 3.00 · Jinong’s land

4 · RMB 10 million ($1,395,900) · Xi’an Bank Co. Ltd · September 26, 2024-September 25, 2026 · Mortgage · 3.70 · Jinong’s land

5 · RMB 10 million ($1,395,900) · Xi’an Bank Co. Ltd · September 26, 2024-September 25, 2026 · Mortgage · 3.70 · Jinong’s land

6 · RMB 13.5 million ($1,884,465) · Chang’An Bank · June 14, 2024- June 13, 2027 · Mortgage · 4.00 · Office Building

• If we cannot renew our fertilizer registration certificates, we will be unable to sell some or all our products. If we do not receive the formal fertilizer registration certificates for our new products, upon the expiration of the temporary registration certificates, we cannot continue to produce such new products.
• We may not possess all the licenses required to operate our business or may fail to maintain the licenses we currently hold. This could subject us to fines and other penalties, which could have a material adverse effect on our results of operations.
• Potential environmental liability could have a material adverse effect on our operations and financial condition.
• Our success depends on our management team and other key personnel, the loss of any of whom could disrupt our business operations.
• Mr. Zhuoyu Li, our Chairman and CEO may not devote all his time to our business.
• If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential investors could lose confidence in our financial reporting, which could harm our business and have an adverse effect on our stock price.
• We are responsible for the indemnification of our officers and directors.
• Our inability to effectively improve the financial performance of Gufeng may have a material adverse effect on our business, financial condition, and results of operations.
• We have not obtained the land use right over the premises on which certain facilities of Gufeng, our indirect, wholly owned subsidiary, are located. As a result, the lack of a proper title certificate may jeopardize our right to use the premises and our possession of the buildings we built on such premises.
• A severe or prolonged slowdown in the Chinese or global economy could materially and adversely affect our business and financial condition.
• Enforceability of Civil Liabilities of the Company and its Officers and Directors in China and Hong Kong
• It may be difficult to serve the Company with legal process or enforce judgments against the Company or its management. It may be difficult to serve the Company with legal process or enforce judgments against the Company or its management.
• Risks Related to Bitcoin Mining
• Bitcoin prices are highly volatile, which may affect our ability to effectively manage growth plans and our profitability.
• The price of Bitcoin may be influenced by regulatory, commercial, and technical factors that are highly uncertain.
• Fluctuations in the price of Bitcoin may significantly influence the market price of our Bitcoin holdings and therefore, the price of our common stock.
• If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer.
• Geopolitical or economic crises may create increased uncertainty and price changes, or motivate large-scale sales of digital assets, which could result in a reduction in some or all digital assets’ values and adversely affect an investment in us.
• The development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect our business.
• The open-source structure of the Bitcoin network protocol means the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. A failure to properly monitor and upgrade the protocol could damage the Bitcoin network and an investment in us.
• The acceptance of digital asset network software patches or upgrades by a significant, but not overwhelming, percentage of the users and miners in any digital asset network could result in a “fork” in the respective blockchain, resulting in the operation of two separate networks until such time as the forked blockchains are merged. The temporary or permanent existence of forked blockchains could adversely impact an investment in us.
• Bitcoin is subject to halving, and as such the reward for successfully solving a block will halve several times in the future and its value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts, which could cause us to cease our mining operations altogether and investors could suffer a complete loss of their investment.
• Security threats to our business could result in, a loss of our digital assets, or damage to our reputation and our brand, each of which could adversely affect an investment in us.
• Risks Related to Doing Business in the PRC
• Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations in China could adversely affect us.
• Risks Relating to Contractual Arrangements with the VIE
• Changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the profitability of such business.
• The PRC laws and regulations governing our current business operations are sometimes vague and uncertain. Any changes in such PRC laws and regulations may have a material and adverse effect on our business.
• We derive a substantial portion of our revenues from sales in the PRC and any downturn in the Chinese economy could have a material adverse effect on our business and financial condition.
• Inflation in the PRC could negatively affect our profitability and growth.
• Restrictions on investigations by overseas securities regulators.
• Recent regulatory developments in China may subject us to additional regulatory review and disclosure requirements, expose us to government interference, or otherwise restrict our ability to offer securities and raise capital outside China, all of which could materially and adversely affect our business and the value of our securities.
• Our subsidiaries are subject to restrictions on paying dividends and making other payments to our subsidiary, Green New Jersey; as a result, we might therefore be unable to pay dividends to you.
• Governmental control of currency conversion may affect the value of our common stock.
• The fluctuation of RMB may materially and adversely affect our common stock.
• PRC regulations relating to the establishment of offshore special purpose companies by PRC domestic residents may subject our PRC resident beneficial owners to personal liability, limit our ability to inject capital into our PRC subsidiaries, limit our subsidiaries’ ability to increase their registered capital, or distribute profits to us, or may otherwise adversely affect us.
• We may be subject to fines and legal sanctions by SAFE or other PRC government authorities if we or our employees who are PRC citizens fail to comply with PRC regulations relating to employee stock options granted by offshore listed companies to PRC citizens.
• Our business and financial performance may be materially adversely affected if the PRC regulatory authorities determine that our acquisition of Jinong constitutes a Round-trip Investment without the PRC Ministry of Commerce (“MOFCOM”) approval.
• Jinong’s contractual arrangements with Yuxing may result in adverse tax consequences for us.
• We control Yuxing through contractual arrangements which may not be as effective in providing control over Yuxing as direct ownership, and if Yuxing or its shareholders breach the contractual arrangements, we would have to rely on legal remedies under PRC law, which may not be available or effective, to enforce or protect our rights.
• PRC laws and regulations governing our businesses and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation of such PRC laws and regulations, we could be subject to sanctions. In addition, changes in such PRC laws and regulations may materially and adversely affect our business.
• The PRC environmental laws and regulations may adversely impact on our business.
• PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds we receive from any offerings to make loans to our PRC subsidiaries or to make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
• The PRC government has significant influence over companies with China-based operations by enforcing existing rules and regulation, adopting new ones, or changing relevant industrial policies in a manner that may materially increase our compliance cost, change the relevant industry landscape or otherwise cause significant changes to our remaining business operations in China, which could result in material and adverse changes in our operations and cause the value of our securities to significantly decline or be worthless.
• If we were to be deemed as a “resident enterprise” by PRC tax authorities, we could be subject to tax on our global income at the rate of 25% under the Enterprise Income Tax Law (“2008 EIT Law”) in the PRC and our non-PRC shareholders could be subject to certain PRC taxes.
• Because most of our assets are located outside of the United States and because almost all our directors and officers reside outside of the United States, it may be difficult for you to use the United States Federal securities laws to enforce your rights against us and our officers and most of our directors or to enforce judgments of United States courts against us or most of our directors and officers in the PRC.
• Failure to comply with the U.S. Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
• We may have difficulty managing the risk associated with doing business in the Chinese fertilizer and agricultural products sectors.
• Risks Related to an Investment in our Stock.
• We have received a notice of delisting from the NYSE, which, if finalized, would materially and adversely affect the trading price and liquidity of our common stock and our ability to raise capital.
• We may not pay any cash dividends in the near future.
• The market price for our common stock may be volatile and subject to wide fluctuations, which may adversely affect the price at which you can sell our shares.
• We may require additional financing in the future and our operations could be curtailed if we are unable to obtain required additional financing when needed.
• SEC investor bulletin regarding reverse mergers may drive down the market price of our common stock.
• Stockholders should have no expectation of any dividends in the future.
• If our common stock were delisted and determined to be a “penny stock,” a broker-dealer may find it more difficult to trade our common stock and an investor may find it more difficult to acquire or dispose of our common stock in the secondary market.
• The fact that we operate through a VIE poses certain risks.
• Risks Related to Cybersecurity.
• We may be exposed to cybersecurity threats and hacks, which could have a material adverse effect on our business, financial condition, and results of operations.
• We may experience cybersecurity incidents such as telecom fraud.
• We may experience cybersecurity incidents such as intellectual property theft.