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     <TITLE>Asia Green Agriculture Corp.: Form S-8 - Filed by newsfilecorp.com</TITLE>
  
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  <P align=center><B><FONT size=5>UNITED STATES <BR></FONT></B><font size="5"><B>SECURITIES AND EXCHANGE COMMISSION </B></font><B><BR>
  </B><B>Washington, D.C.
  20549 </B></P>
  <P align=center><B><FONT size=5>FORM S-8 </FONT><FONT size=4><BR>
    REGISTRATION
  STATEMENT</FONT></B><B> </B></P>
  <P align=center><B><I>UNDER <BR></I></B><B><I>THE SECURITIES ACT OF 1933
  </I></B></P>
  <P align=center><B><FONT size=4><FONT size=5>ASIA GREEN AGRICULTURE
  CORPORATION</FONT><BR></FONT></B><B>(Exact name of registrant as specified in
  its charter) </B></P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD noWrap align=center><B>Nevada </B></TD>
      <TD noWrap align=center width="50%"><B>26-2809270 </B></TD></TR>
    <TR vAlign=top>
      <TD noWrap align=center>(State or other jurisdiction of </TD>
    <TD noWrap align=center width="50%">(I.R.S. Employer </TD>
    </TR>
    <TR vAlign=top>
      <TD noWrap align=center>incorporation or organization) </TD>
      <TD noWrap align=center width="50%">Identification No.)  </TD>
    </TR></TABLE>
  <P align=center><B>Shuinan Industrial Area, Songxi County, Fujian Province,
  China 353500<br>
  Telephone: (86) 0599-2335520 <BR>
  </B>(Address, including
  zip code, and telephone number, of principal executive offices) </P>
  <P align=center><B>ASIA GREEN AGRICULTURE CORPORATION 2010 STOCK INCENTIVE PLAN
  <BR></B>(Full title of the plan) </P>
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  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=bottom>
      <TD align=center colSpan=2><B><I>Copies to:</I></B>&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=center><B>James A. Mercer III, Esq. </B></TD>
      <TD noWrap align=center width="50%"><B>Don Williams, Esq. </B></TD></TR>
    <TR vAlign=top>
      <TD noWrap align=center><B>Sheppard Mullin Richter &amp; Hampton LLP
      </B></TD>
      <TD noWrap align=center width="50%"><B>Jingyuan &quot;Christine&quot; Sun, Esq.
      </B></TD></TR>
    <TR vAlign=top>
      <TD noWrap align=center><B>12275 El Camino Real, Suite 200 </B></TD>
      <TD noWrap align=center width="50%"><B>Sheppard Mullin Richter &amp;
        Hampton LLP </B></TD></TR>
    <TR vAlign=top>
      <TD noWrap align=center><B>San Diego, California 92130 </B></TD>
      <TD noWrap align=center width="50%"><B>1717 West Nanjing Road, Suite 2601
        </B></TD></TR>
    <TR vAlign=top>
      <TD noWrap align=center><B>(858) 720-7469 </B></TD>
      <TD noWrap align=center width="50%"><B>Shanghai 200040, China </B></TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left>&nbsp; </TD>
      <TD noWrap align=center width="50%"><B>86 (21) 2321-6036
  </B></TD></TR></TABLE>
  <P align=center>(Name, address and telephone number of agent for
  service)<BR>
  </P>
  <P style="text-indent:5%" align=justify>Indicate by check mark whether the
  registrant is a large accelerated filer, an accelerated filer, a non-accelerated
  filer, or a smaller reporting company. See the definitions of &quot;large accelerated
  filer,&quot; &quot;accelerated filer&quot; and &quot;smaller reporting company&quot; in Rule 12b-2 of the
  Exchange Act. (Check one): </P>
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  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
    <tr>
      <td>Large accelerated filer [&nbsp;&nbsp; ] </td>
      <td width="5%">&nbsp;</td>
      <td width="40%">Accelerated filer [&nbsp;&nbsp; ]     </td>
    </tr>
    <tr>
      <td>Non-accelerated filer [&nbsp;&nbsp; ] (Do not check if a smaller reporting
        company) </td>
      <td width="5%">&nbsp;</td>
      <td width="40%">Smaller reporting company [X] </td>
    </tr>
  </table>
  <br>
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    <TR vAlign=bottom>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        colSpan=5>&nbsp;<B>CALCULATION OF REGISTRATION FEE</B>&nbsp;&nbsp; </TD>
    </TR>
    <TR vAlign=top>
      <TD noWrap align=left style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1">
      <font size="2">&nbsp; </TD>
      <TD noWrap align=left width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1">&nbsp; </TD>
      <TD noWrap align=center width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>Proposed</B> </TD>
      <TD noWrap align=center width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>Proposed</B> </TD>
      <TD noWrap align=left width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1">&nbsp;</TD>
    </TR>
    <TR vAlign=top>
      <TD noWrap align=left style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1">
      <font size="2">&nbsp; </TD>
      <TD noWrap align=center width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>Amount</B> </TD>
      <TD noWrap align=center width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>maximum</B> </TD>
      <TD noWrap align=center width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>maximum</B> </TD>
      <TD noWrap align=left width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1">&nbsp;</TD>
    </TR>
    <TR vAlign=top>
      <TD noWrap align=center style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>
      Title of securities</B><font size="2"> </TD>
      <TD noWrap align=center width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>to be</B> </TD>
      <TD noWrap align=center width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>offering price</B> </TD>
      <TD noWrap align=center width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>aggregate</B> </TD>
      <TD noWrap align=center width="13%" style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1"><B>Amount of</B></TD>
    </TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:solid; border-left-width:1; border-right-style:solid; border-right-width:1" noWrap align=center><B>
      to be
        registered</B><font size="2"> </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:solid; border-left-width:1; border-right-style:solid; border-right-width:1" noWrap align=center
        width="13%"><B>Registered <SUP>(1)</SUP></B> </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:solid; border-left-width:1; border-right-style:solid; border-right-width:1" noWrap align=center
        width="13%"><B>per share</B> </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:solid; border-left-width:1; border-right-style:solid; border-right-width:1" noWrap align=center
        width="13%"><B>offering price</B> </TD>
    <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-left-style:solid; border-left-width:1; border-right-style:solid; border-right-width:1" noWrap align=center
        width="13%"><B>Registration fee</B></TD>
    </TR>
    <TR vAlign=top>
      <TD align=left bgColor=#e6efff style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1; border-bottom-style: solid; border-bottom-width: 1">
      <font size="2">Common Stock, par value $0.001 per share
        <B><SUP>(2)</SUP></B> </TD>
      <TD align=center width="13%"  bgColor=#e6efff style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1; border-bottom-style: solid; border-bottom-width: 1">&nbsp;5,500,000    </TD>
      <TD align=center width="13%" bgColor=#e6efff style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1; border-bottom-style: solid; border-bottom-width: 1">$4<B><SUP>(3)</SUP></B> </TD>
      <TD align=center width="13%" bgColor=#e6efff style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1; border-bottom-style: solid; border-bottom-width: 1">$22,000,000 </TD>
      <TD align=center width="13%" bgColor=#e6efff style="border-left-style: solid; border-left-width: 1; border-right-style: solid; border-right-width: 1; border-bottom-style: solid; border-bottom-width: 1">$2,554.20 <B><SUP>(4)</SUP></B></TD>
    </TR>
  </TABLE>
  <BR>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%"><sup>(1) </sup> </TD>
      <TD>
        <P align=justify>Pursuant to Rule 416(a) of the Securities Act of 1933, as
        amended (the &quot;<B>Securities Act</B>&quot;), this Registration Statement shall
        also cover an indeterminate number of shares of the Registrant's Common
        Stock that become issuable under the applicable plan by reason of any
        share dividend, share split, recapitalization or other similar transaction
        effected without the receipt of consideration that increases the number of
        outstanding shares of the Registrant's Common Stock.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(2) </SUP> </TD>
      <TD>
        <P align=justify>The maximum number of common shares that can be issued
        under the 2010 Stock Incentive Plan (or which can be issued pursuant to
        the exercise of options granted thereunder) is 5,500,000 shares, after accounting for a
        2.5-for-1 share forward stock split effective on January 18, 2011 (the
        &quot;Forward Stock Split&quot;). The various share figures in the 2010 Stock
        Incentive Plan have been adjusted to be consistent with the effect of the
        Forward Stock Split on the Company's capitalization.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%"></TD>
      <TD>
        <P align=justify>In addition, the maximum share issuance limits set forth
        in the preceding paragraph will also automatically increase on each
        January 1, commencing on January 1, 2011, by the lesser of: (i) four
        percent (4%) of the total number of Company common shares issued and
        outstanding as of the preceding December 31st, (ii) 1,875,000 shares,
        after taking into account the Forward Stock Split on January 18, 2011, or
        (iii) an amount determined by our board of directors. The Company will
        file separate registration statements on Form S-8 to cover such additional
        shares as appropriate.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(3) </sup> </TD>
      <TD>
        <P align=justify>Estimated solely for the purpose of calculating the
        amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of
        the Securities Act. The proposed maximum offering price per share of US$4
        is based on US$10 per Ordinary Share (the average of the high and low
        prices of the Registrant's Ordinary Shares as reported on the OTCBB on
        February 11, 2011), as adjusted for the Forward Stock Split.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><sup>(4) </sup> </TD>
      <TD>
        <P align=justify>Estimated solely for the purpose of calculating the
        amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of
        the Securities Act. The proposed maximum offering price is based on US$10
        per Ordinary Share (the average of the high and low prices of the
        Registrant's Ordinary Shares as reported on OTCBB on February 11, 2011),
        as adjusted for the Forward Stock Split.</P></TD></TR></TABLE>
  <P align=center><B>PART I</B><BR></P>
  <P align=center><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></P>
  <P align=justify><B>Item 1.</B> <B>Plan Information.</B><BR></P>
  <P style="text-indent:5%" align=justify>The documents containing the information
  specified in this Item 1 will be sent or given to employees, officers, directors
  or others as specified by Rule 428(b)(1). In accordance with the rules and
  regulations of the Securities and Exchange Commission (the &quot;<B>Commission</B>&quot;) and the instructions to Form S-8, such documents are not
  being filed with the Commission either as part of this Registration Statement or
  as prospectuses or prospectus supplements pursuant to Rule 424 under the
  Securities Act.<B> </B></P>
  <P align=justify><B>Item 2.</B> <B>Registration Information and Employee Plan
  Annual Information. </B></P>
  <P style="text-indent:5%" align=justify>The documents containing the
  information specified in this Item 2 will be sent or given to employees,
  directors or others as specified by Rule 428(b)(1) under the Securities Act. In
  accordance with the rules and regulations of the Commission and the instructions
  to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
  Act. </P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_3></A>
  <P align=center><B>PART II</B><BR></P>
  <P align=center><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>
  <P align=justify><B>Item 3.</B> <B>Incorporation of Documents by
  Reference</B><BR></P>
  <P align=justify style="text-indent: 5%">The Registrant hereby incorporates by reference into this
  Registration Statement the following documents previously filed with the
  Commission: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%">(a) </TD>
      <TD>
        <P align=justify>The Registrant's annual report on Form 10-K filed with
        the Commission on March 30, 2010, which includes audited financial
        statements for the Registrant's fiscal year ended December 31,
    2009;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">(b) </TD>
      <TD>
        <P align=justify>The Registrant's Quarterly Report for the quarterly
        period ended March 30, 2010 on Form 10-Q filed with the Commission on
        April 30, 2010;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%"></TD>
      <TD>
        <P align=justify>The Registrant's Quarterly Report for the quarterly
        period ended June 30, 2010 on Form 10-Q filed with the Commission on
        August 11, 2010;</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%"></TD>
      <TD>
        <P align=justify>The Registrant's Quarterly Report for the quarterly
        period ended September 30, 2010 on Form 10-Q, originally filed with the
        Commission on November 18, 2010, as amended; and</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%"></TD>
      <TD>
        <P align=justify>The Registrant's Current Report on Form 8-K, originally
        filed with the Commission August 25, 2010, which includes audited
        financial statements for the Registrant's fiscal year ended December 31,
        2009, as amended.</P></TD></TR>
    <TR>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%">(c) </TD>
      <TD>
        <P align=justify>Not applicable.</P></TD></TR></TABLE>
  <P style="text-indent:5%" align=justify>All documents subsequently filed by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of filing of such
  documents; provided, however, that documents or information deemed to have been
  furnished and not filed in accordance with Commission rules shall not be deemed
  incorporated by reference into this Registration Statement. Any statement
  contained herein or in a document, all or a portion of which is incorporated or
  deemed to be incorporated by reference herein, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or amended, to constitute a part of this
  Registration Statement. </P>
  <P align=center>2</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <P align=justify><B>Item 4.</B> <B>Description of Securities </B></P>
  <P align=justify>We are authorized to issue up to 200,000,000 shares of common
  stock, par value $0.001 per share. Each share of common stock entitles a
  stockholder to one vote on all matters upon which stockholders are permitted to
  vote. Common stock does not confer on the holder any preemptive right or other
  similar right to purchase or subscribe for any additional securities issued by
  us, is not convertible into other securities.</P>
  <P align=justify>No shares of common stock are subject to redemption or any
  sinking fund provisions. All the outstanding shares of our common stock are
  fully paid and non-assessable. Subject to the rights of the holders of any
  preferred stock, the holders of shares of our common stock are entitled to
  dividends out of funds legally available when and as declared by our board of
  directors. Our board of directors has never declared a dividend and does not
  anticipate declaring a dividend in the foreseeable future. Should we decide in
  the future to pay dividends, as a holding company, our ability to do so and meet
  other obligations depends upon the receipt of dividends or other payments from
  our operating subsidiary and other holdings and investments. In
  addition, our operating subsidiary in the PRC, from time to time, may be subject
  to restrictions on their ability to make distributions to us, including as a
  result of restrictive covenants in loan agreements, restrictions on the
  conversion of local currency into U.S. dollars or other hard currency and other
  regulatory restrictions. In the event of our liquidation, dissolution or winding
  up, holders of our common stock are entitled to receive, ratably, the net assets
  available to stockholders after payment of all creditors and any liquidation
  preference on outstanding preferred stock.</P>
  <P align=justify><B>Item 5.</B> <B>Interests of Named Experts and Counsel </B></P>
  <P align=justify style="text-indent: 5%">Not applicable. </P>
  <P align=justify><B>Item 6.</B> <B>Indemnification of
  Directors and Officers</B></P>
  <P align=justify style="text-indent: 5%">Section 78.751 of the Nevada Revised
  Statutes Annotated (&quot;Nevada RSA&quot;) provides that a Nevada corporation may
  indemnify its directors and officers against expenses, judgments, fines, and
  settlements actually and reasonably incurred by them in connection with any
  civil suit or action, except actions by or in the right of the corporation, or
  any administrative or investigative proceeding if, in connection with the
  matters in issue, they acted in good faith and in a manner they reasonably
  believed to be in, or not opposed to, the best interests of the corporation, and
  in connection with any criminal suit or proceeding, if in connection with the
  matters in issue, they had no reasonable cause to believe their conduct was
  unlawful. Section 78.751 of the Nevada RSA further provides that, in connection
  with the defense or settlement of any action by or in the right of a Nevada
  corporation, a Nevada corporation may indemnify its directors and officers
  against expenses actually and reasonably incurred by them if, in connection with
  the matters in issue, they acted in good faith, in a manner they reasonably
  believed to be in, or not opposed to, the best interest of the corporation.
  Section 78.751 of the Nevada RSA further permits a Nevada corporation to grant
  its directors and officers additional rights of indemnification through by-law
  provisions and otherwise. </P>
  <P align=justify style="text-indent: 5%">The Bylaws and Amended and Restated
  Articles of Incorporation provides that we will indemnify our directors and
  officers and advance costs and expenses incurred by such officers and directors
  to the fullest extent permitted by Nevada law. Article IV Amended and Restated
  Articles of Association provides that we shall indemnify any person who was or
  is a party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding. whether civil, criminal, administrative or
  investigative, by reason of the fact that such person is or was a director or
  officer of the Corporation, or who is or was serving at the request of the
  Corporation as a director or officer of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses, including attorneys' fees,
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by such person in connection with the action, suit or proceeding, to the full
  extent permitted by the Nevada Revised Statutes as such statutes may be amended
  from time to time. </P>
  <P align=justify style="text-indent: 5%">The Company maintains a standard form
  officers' and directors' liability insurance policy that provides coverage to
  the Company and its officers and directors for certain liabilities.</P>
  <P align=justify style="text-indent: 5%">Insofar as indemnification for
  liabilities arising under the Securities Act of 1933 may be permitted to
  directors, officers and controlling persons pursuant to the foregoing
  provisions, or otherwise, we have been advised that in the opinion of the SEC
  such indemnification is against public policy as expressed in the Securities Act
  of 1933 and is, therefore, unenforceable. </P>
  <P align=justify><B>Item 7.</B>
  <B>Exemption from Registration Claimed </B></P>
  <P align=justify style="text-indent: 5%">Not applicable. </P>
  <P align=justify><B>Item 8.</B> <B>Exhibits </B></P>
  <P align=justify style="text-indent: 5%">The Exhibits listed on the accompanying Exhibit Index are filed
  as a part of, and incorporated by reference into, this Registration Statement. </P>
  <P align=justify><B>Item 9.</B> <B>Undertakings.<BR></B><BR></P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="4%" >&nbsp;</TD>
      <TD vAlign=top width="4%">(a) </TD>
      <TD>
        <P align=justify>The undersigned Registrant hereby
    undertakes:</P></TD></TR></TABLE>
  <P style="MARGIN-LEFT: 10%" align=justify>(1) To file, during any period in
  which offers or sales are being made, a post-effective amendment to this
  Registration Statement:</P>
  <P style="MARGIN-LEFT: 15%" align=justify>(i) To include any prospectus required
  by Section 10(a)(3) of the Securities Act; </P>
  <P style="MARGIN-LEFT: 15%" align=justify>(ii) To reflect in the prospectus any
  facts or events arising after the effective date of this Registration Statement
  (or the most recent post-effective amendment thereof) which, individually or in
  the aggregate, represent a fundamental change in the information set forth in
  this Registration Statement. and </P>
  <P style="MARGIN-LEFT: 15%" align=justify>(iii) To include any material
  information with respect to the plan of distribution not previously disclosed in
  this Registration Statement or any material change to such information in this
  Registration Statement; </P>
  <P align=justify style="text-indent: 10%"><I>provided, however,</I> that paragraphs (a)(1)(i) and
  (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in reports filed with or furnished to the Commission by
  the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
  1934, as amended, that are incorporated by reference in this Registration
  Statement. </P>
  <P style="MARGIN-LEFT: 10%" align=justify>(2) That, for the purpose of
  determining any liability under the Securities Act, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial <I>bona fide</I> offering thereof. </P>
  <P align=center>3</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <P style="MARGIN-LEFT: 10%" align=justify>(3) To remove from registration by
  means of a post-effective amendment any of the securities being registered which
  remain unsold at the termination of the offering. </P>
  <P align=justify style="text-indent: 5%">(b) The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial
  <I>bona fide</I> offering thereof. </P>
  <P align=justify style="text-indent: 5%">(c) Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the Registrant pursuant to the provisions
  described in Item 6 above, or otherwise, the Registrant has been advised that in
  the opinion of the Commission such indemnification is against public policy as
  expressed in the Securities Act and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue. </P>
  <P align=center>4</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <P align=center><B>SIGNATURES</B><BR></P>
  <P align=justify>Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Nanping, People's Republic of China, on the 14th
  day of February 2011. </P>
  <DIV align=right>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="50%" border=0>
  
    <TR>
      <TD noWrap align=left  colSpan=2>
        <P align=justify><B>Asia Green Agriculture Corporation</B><BR></P></TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left width="10%">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: medium none #000000; ; border-left-style:none; border-left-width:medium; border-right-style:none; border-right-width:medium; border-top-style:none; border-top-width:medium" noWrap align=left>&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left width="10%">By: </TD>
      <TD style="BORDER-BOTTOM: medium none #000000; ; border-left-style:none; border-left-width:medium; border-right-style:none; border-right-width:medium; border-top-style:none; border-top-width:medium" noWrap align=left><i><u>/s/ Zhan Youdai</u></i></TD>
    </TR>
    <TR vAlign=top>
      <TD noWrap align=left width="10%" >&nbsp; </TD>
      <TD noWrap align=left><B>Zhan Youdai</B> </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left width="10%" >Title: </TD>
      <TD noWrap align=left><B>Chief Executive Officer</B>
    </TD></TR></TABLE></DIV>
  <P style="MARGIN-LEFT: 5%" align=center><B>POWER OF ATTORNEY</B><BR></P>
  <P style="text-indent:5%" align=justify>KNOW ALL PERSONS BY THESE PRESENT, that
  each person whose signature appears below constitutes and appoints Zhan Youdai
  and Tsang Yin Chiu Stanley, as his or her true and lawful attorneys-in-fact and
  agents, with full power of substitution and resubstitution, for him or her and
  in his or her name, place and stead, in any and all capacities, to sign any and
  all amendments (including post-effective amendments) to this Registration
  Statement on Form S-8, and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in connection therewith, as fully to all intents and purposes as she
  or he might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or her or his substitute, may lawfully do or cause
  to be done by virtue thereof. </P>
  <P style="text-indent:5%" align=justify>Pursuant to the requirements of the
  Securities Act of 1933, this Registration Statement has been signed below by the
  following persons on behalf of the Company and in the capacities and on the
  dates indicated: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD width="25%"
        align=center style="BORDER-BOTTOM: #000000 1px solid"><B>Signatures</B> </TD>
      <TD width="5%" align=left>&nbsp;</TD>
      <TD width="40%" align=left style="BORDER-BOTTOM: #000000 1px solid">
      <p align="center"><B>Title</B> </TD>
      <TD align=center>&nbsp;</TD>
      <TD width="25%" align=center style="BORDER-BOTTOM: #000000 1px solid"><B>Date</B> </TD></TR>
    <TR vAlign=top>
      <TD width="25%" align=left>&nbsp;</TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>&nbsp;</TD>
      <TD align=center>&nbsp;</TD>
      <TD width="25%" align=center>&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD width="25%" align=left>&nbsp;</TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>&nbsp;</TD>
      <TD align=center>&nbsp;</TD>
      <TD width="25%" align=center>&nbsp;</TD>
    </TR>
    <TR vAlign=top>
      <TD width="25%" align=center style="BORDER-BOTTOM: #000000 1px solid"><i>/s/ Zhan Youdai </i></TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>
      <p>Chief Executive Officer and Director </TD>
      <TD align=center>&nbsp;</TD>
      <TD width="25%" align=center>February 14, 2011 </TD></TR>
    <TR vAlign=top>
      <TD width="25%" align=center><B>Zhan Youdai</B> </TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>
      <p>&nbsp; </TD>
      <TD align=left>&nbsp;</TD>
      <TD width="25%" align=left>&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD width="25%" align=left>&nbsp;</TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>&nbsp;</TD>
      <TD align=center>&nbsp;</TD>
      <TD width="25%" align=center>&nbsp;</TD>
    </TR>
    <TR vAlign=top>
      <TD width="25%" align=center style="BORDER-BOTTOM: #000000 1px solid"><i>/s/ Tsang
      Yin Chiu Stanley </i></TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>
      <p>Chief Financial Officer </TD>
      <TD align=center>&nbsp;</TD>
      <TD width="25%" align=center>February 14, 2011 </TD></TR>
    <TR vAlign=top>
      <TD width="25%" align=center><B>Tsang
        Yin Chiu Stanley</B> </TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>
      <p>&nbsp; </TD>
      <TD align=left>&nbsp;</TD>
      <TD width="25%" align=left>&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD width="25%" align=left>&nbsp;</TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>&nbsp;</TD>
      <TD align=center>&nbsp;</TD>
      <TD width="25%" align=center>&nbsp;</TD>
    </TR>
    <TR vAlign=top>
      <TD width="25%" align=center style="BORDER-BOTTOM: #000000 1px solid"><i>/s/ Zhang He </i></TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>
      <p>Director </TD>
      <TD align=center>&nbsp;</TD>
      <TD width="25%" align=center>February 14, 2011 </TD></TR>
    <TR vAlign=top>
      <TD width="25%" align=center><B>Zhang He</B> </TD>
      <TD align=left>&nbsp;</TD>
      <TD width="40%" align=left>
      <p>&nbsp; </TD>
      <TD align=left>&nbsp;</TD>
      <TD width="25%" align=left>&nbsp; </TD></TR></TABLE>
  <BR>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_6></A>
  <P align=center><B>EXHIBIT INDEX </B></P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee>4.1 </TD>
      <TD align=left width="46%" bgColor=#eeeeee>Lock Up Agreement, dated August
        20, 2010 </TD>
      <TD align=left width="46%"
      bgColor=#eeeeee>Exhibit 4.1 to the registrant's current report on Form 8-K
        filed with the Commission on August 25, 2010. </TD></TR>
    <TR vAlign=top>
      <TD align=left>4.2 </TD>
      <TD align=left width="46%">Form of Warrant Agreement, dated August 20,
        2010 </TD>
      <TD align=left width="46%">Exhibit 4.2 to the registrant's current report
        on Form 8-K filed with the Commission on August 25, 2010. </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee>4.3 </TD>
      <TD align=left width="46%" bgColor=#eeeeee>Share Cancellation Agreement
        entered into with Yang Yongjie on August 20, 2010 </TD>
      <TD align=left width="46%" bgColor=#eeeeee>Exhibit 4.3 to the registrant's
      current report on Form 8-K filed with the Commission on August 25, 2010.    </TD></TR>
    <TR vAlign=top>
      <TD align=left >4.4 </TD>
      <TD align=left width="46%">Option Agreement entered into between Mr. Cai
        Yangbo and Mr. Zhan Youdai on August 20, 2010. </TD>
      <TD align=left width="46%">Exhibit 4.4 to the registrant's current report
        on Form 8-K/A filed with the Commission on November 5, 2010. </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit4-5.htm">4.5</a></TD>
      <TD align=left width="46%" bgColor=#eeeeee><a href="exhibit4-5.htm">2010 Stock Incentive Plan</a></TD>
      <TD align=left width="46%" bgColor=#eeeeee><a href="exhibit5-1.htm">Filed herewith.
      </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit5-1.htm">5.1 </a> </TD>
      <TD align=left width="46%" bgColor=#eeeeee><a href="exhibit5-1.htm">Opinion of Sheppard Mullin
        Richter &amp; Hampton LLP as to the legality of the shares. </a> </TD>
      <TD align=left width="46%" bgColor=#eeeeee><a href="exhibit5-1.htm">Filed herewith.
      </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left >23.1 </TD>
      <TD align=left width="46%">Consent of Sheppard Mullin Richter &amp;
        Hampton LLP </TD>
      <TD align=left width="46%">Included in Exhibit 5.1 to the registrant's
        current report on Form 8-K filed herewith. </TD></TR>
    <TR vAlign=top>
      <TD noWrap align=left bgColor=#eeeeee >24 </TD>
      <TD noWrap align=left width="46%" bgColor=#eeeeee>Power of Attorney. </TD>
      <TD noWrap align=left width="46%" bgColor=#eeeeee>Included on signature
        page. </TD></TR></TABLE>
  <P align=center>6 </P>
  <HR align=center width="100%" color=black noShade SIZE=5>
  
  </BODY>
  
  </HTML>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "forms8.htm", "description": "FORM S-8", "secsgml_size_bytes": 37197}]
metadata_filer: {"company-data": {"conformed-name": "Asia Green Agriculture Corp", "cik": "0001440476", "assigned-sic": "6770", "irs-number": "262809270", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-172330", "film-number": "11623195"}, "business-address": {"street1": "174 FM 1830", "city": "ARGYLE", "state": "TX", "zip": "76226", "phone": "972-233-0300"}, "mail-address": {"street1": "174 FM 1830", "city": "ARGYLE", "state": "TX", "zip": "76226"}, "former-company": {"former-conformed-name": "SMSA Palestine Acquistion Corp.", "date-changed": "20080721"}}
text: Asia Green Agriculture Corp.: Form S-8 - Filed by newsfilecorp.com
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C.
  20549
  FORM S-8
  REGISTRATION
  STATEMENT
  UNDER
  THE SECURITIES ACT OF 1933
  ASIA GREEN AGRICULTURE
  CORPORATION
  (Exact name of registrant as specified in
  its charter)
  Nevada
  26-2809270
  (State or other jurisdiction of
  (I.R.S. Employer
  incorporation or organization)
  Identification No.)
  Shuinan Industrial Area, Songxi County, Fujian Province,
  China 353500
  Telephone: (86) 0599-2335520
  (Address, including
  zip code, and telephone number, of principal executive offices)
  ASIA GREEN AGRICULTURE CORPORATION 2010 STOCK INCENTIVE PLAN
  (Full title of the plan)
  Copies to:
  James A. Mercer III, Esq.
  Don Williams, Esq.
  Sheppard Mullin Richter & Hampton LLP
  Jingyuan "Christine" Sun, Esq.
  12275 El Camino Real, Suite 200
  Sheppard Mullin Richter &
        Hampton LLP
  San Diego, California 92130
  1717 West Nanjing Road, Suite 2601
  (858) 720-7469
  Shanghai 200040, China
  86 (21) 2321-6036
  (Name, address and telephone number of agent for
  service)
  Indicate by check mark whether the
  registrant is a large accelerated filer, an accelerated filer, a non-accelerated
  filer, or a smaller reporting company. See the definitions of "large accelerated
  filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
  Exchange Act. (Check one):
  Large accelerated filer [   ]
  Accelerated filer [   ]
  Non-accelerated filer [   ] (Do not check if a smaller reporting
        company)
  Smaller reporting company [X]
  CALCULATION OF REGISTRATION FEE
  Proposed
  Proposed
  Amount
  maximum
  maximum
  Title of securities
  to be
  offering price
  aggregate
  Amount of
  to be
        registered
  Registered
  (1)
  per share
  offering price
  Registration fee
  Common Stock, par value $0.001 per share
  (2)
  5,500,000
  $4
  (3)
  $22,000,000
  $2,554.20
  (4)
  (1)
  Pursuant to Rule 416(a) of the Securities Act of 1933, as
        amended (the "
  Securities Act
  "), this Registration Statement shall
        also cover an indeterminate number of shares of the Registrant's Common
        Stock that become issuable under the applicable plan by reason of any
        share dividend, share split, recapitalization or other similar transaction
        effected without the receipt of consideration that increases the number of
        outstanding shares of the Registrant's Common Stock.
  (2)
  The maximum number of common shares that can be issued
        under the 2010 Stock Incentive Plan (or which can be issued pursuant to
        the exercise of options granted thereunder) is 5,500,000 shares, after accounting for a
        2.5-for-1 share forward stock split effective on January 18, 2011 (the
        "Forward Stock Split"). The various share figures in the 2010 Stock
        Incentive Plan have been adjusted to be consistent with the effect of the
        Forward Stock Split on the Company's capitalization.
  In addition, the maximum share issuance limits set forth
        in the preceding paragraph will also automatically increase on each
        January 1, commencing on January 1, 2011, by the lesser of: (i) four
        percent (4%) of the total number of Company common shares issued and
        outstanding as of the preceding December 31st, (ii) 1,875,000 shares,
        after taking into account the Forward Stock Split on January 18, 2011, or
        (iii) an amount determined by our board of directors. The Company will
        file separate registration statements on Form S-8 to cover such additional
        shares as appropriate.
  (3)
  Estimated solely for the purpose of calculating the
        amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of
        the Securities Act. The proposed maximum offering price per share of US$4
        is based on US$10 per Ordinary Share (the average of the high and low
        prices of the Registrant's Ordinary Shares as reported on the OTCBB on
        February 11, 2011), as adjusted for the Forward Stock Split.
  (4)
  Estimated solely for the purpose of calculating the
        amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of
        the Securities Act. The proposed maximum offering price is based on US$10
        per Ordinary Share (the average of the high and low prices of the
        Registrant's Ordinary Shares as reported on OTCBB on February 11, 2011),
        as adjusted for the Forward Stock Split.
  PART I
  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  Item 1.
  Plan Information.
  The documents containing the information
  specified in this Item 1 will be sent or given to employees, officers, directors
  or others as specified by Rule 428(b)(1). In accordance with the rules and
  regulations of the Securities and Exchange Commission (the "
  Commission
  ") and the instructions to Form S-8, such documents are not
  being filed with the Commission either as part of this Registration Statement or
  as prospectuses or prospectus supplements pursuant to Rule 424 under the
  Securities Act.
  Item 2.
  Registration Information and Employee Plan
  Annual Information.
  The documents containing the
  information specified in this Item 2 will be sent or given to employees,
  directors or others as specified by Rule 428(b)(1) under the Securities Act. In
  accordance with the rules and regulations of the Commission and the instructions
  to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as
  prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
  Act.
  PART II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  Item 3.
  Incorporation of Documents by
  Reference
  The Registrant hereby incorporates by reference into this
  Registration Statement the following documents previously filed with the
  Commission:
  (a)
  The Registrant's annual report on Form 10-K filed with
        the Commission on March 30, 2010, which includes audited financial
        statements for the Registrant's fiscal year ended December 31,
    2009;
  (b)
  The Registrant's Quarterly Report for the quarterly
        period ended March 30, 2010 on Form 10-Q filed with the Commission on
        April 30, 2010;
  The Registrant's Quarterly Report for the quarterly
        period ended June 30, 2010 on Form 10-Q filed with the Commission on
        August 11, 2010;
  The Registrant's Quarterly Report for the quarterly
        period ended September 30, 2010 on Form 10-Q, originally filed with the
        Commission on November 18, 2010, as amended; and
  The Registrant's Current Report on Form 8-K, originally
        filed with the Commission August 25, 2010, which includes audited
        financial statements for the Registrant's fiscal year ended December 31,
        2009, as amended.
  (c)
  Not applicable.
  All documents subsequently filed by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference into this
  Registration Statement and to be a part hereof from the date of filing of such
  documents; provided, however, that documents or information deemed to have been
  furnished and not filed in accordance with Commission rules shall not be deemed
  incorporated by reference into this Registration Statement. Any statement
  contained herein or in a document, all or a portion of which is incorporated or
  deemed to be incorporated by reference herein, shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any other subsequently filed document which
  also is or is deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or amended, to constitute a part of this
  Registration Statement.
  2
  Item 4.
  Description of Securities
  We are authorized to issue up to 200,000,000 shares of common
  stock, par value $0.001 per share. Each share of common stock entitles a
  stockholder to one vote on all matters upon which stockholders are permitted to
  vote. Common stock does not confer on the holder any preemptive right or other
  similar right to purchase or subscribe for any additional securities issued by
  us, is not convertible into other securities.
  No shares of common stock are subject to redemption or any
  sinking fund provisions. All the outstanding shares of our common stock are
  fully paid and non-assessable. Subject to the rights of the holders of any
  preferred stock, the holders of shares of our common stock are entitled to
  dividends out of funds legally available when and as declared by our board of
  directors. Our board of directors has never declared a dividend and does not
  anticipate declaring a dividend in the foreseeable future. Should we decide in
  the future to pay dividends, as a holding company, our ability to do so and meet
  other obligations depends upon the receipt of dividends or other payments from
  our operating subsidiary and other holdings and investments. In
  addition, our operating subsidiary in the PRC, from time to time, may be subject
  to restrictions on their ability to make distributions to us, including as a
  result of restrictive covenants in loan agreements, restrictions on the
  conversion of local currency into U.S. dollars or other hard currency and other
  regulatory restrictions. In the event of our liquidation, dissolution or winding
  up, holders of our common stock are entitled to receive, ratably, the net assets
  available to stockholders after payment of all creditors and any liquidation
  preference on outstanding preferred stock.
  Item 5.
  Interests of Named Experts and Counsel
  Not applicable.
  Item 6.
  Indemnification of
  Directors and Officers
  Section 78.751 of the Nevada Revised
  Statutes Annotated ("Nevada RSA") provides that a Nevada corporation may
  indemnify its directors and officers against expenses, judgments, fines, and
  settlements actually and reasonably incurred by them in connection with any
  civil suit or action, except actions by or in the right of the corporation, or
  any administrative or investigative proceeding if, in connection with the
  matters in issue, they acted in good faith and in a manner they reasonably
  believed to be in, or not opposed to, the best interests of the corporation, and
  in connection with any criminal suit or proceeding, if in connection with the
  matters in issue, they had no reasonable cause to believe their conduct was
  unlawful. Section 78.751 of the Nevada RSA further provides that, in connection
  with the defense or settlement of any action by or in the right of a Nevada
  corporation, a Nevada corporation may indemnify its directors and officers
  against expenses actually and reasonably incurred by them if, in connection with
  the matters in issue, they acted in good faith, in a manner they reasonably
  believed to be in, or not opposed to, the best interest of the corporation.
  Section 78.751 of the Nevada RSA further permits a Nevada corporation to grant
  its directors and officers additional rights of indemnification through by-law
  provisions and otherwise.
  The Bylaws and Amended and Restated
  Articles of Incorporation provides that we will indemnify our directors and
  officers and advance costs and expenses incurred by such officers and directors
  to the fullest extent permitted by Nevada law. Article IV Amended and Restated
  Articles of Association provides that we shall indemnify any person who was or
  is a party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding. whether civil, criminal, administrative or
  investigative, by reason of the fact that such person is or was a director or
  officer of the Corporation, or who is or was serving at the request of the
  Corporation as a director or officer of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses, including attorneys' fees,
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by such person in connection with the action, suit or proceeding, to the full
  extent permitted by the Nevada Revised Statutes as such statutes may be amended
  from time to time.
  The Company maintains a standard form
  officers' and directors' liability insurance policy that provides coverage to
  the Company and its officers and directors for certain liabilities.
  Insofar as indemnification for
  liabilities arising under the Securities Act of 1933 may be permitted to
  directors, officers and controlling persons pursuant to the foregoing
  provisions, or otherwise, we have been advised that in the opinion of the SEC
  such indemnification is against public policy as expressed in the Securities Act
  of 1933 and is, therefore, unenforceable.
  Item 7.
  Exemption from Registration Claimed
  Not applicable.
  Item 8.
  Exhibits
  The Exhibits listed on the accompanying Exhibit Index are filed
  as a part of, and incorporated by reference into, this Registration Statement.
  Item 9.
  Undertakings.
  (a)
  The undersigned Registrant hereby
    undertakes:
  (1) To file, during any period in
  which offers or sales are being made, a post-effective amendment to this
  Registration Statement:
  (i) To include any prospectus required
  by Section 10(a)(3) of the Securities Act;
  (ii) To reflect in the prospectus any
  facts or events arising after the effective date of this Registration Statement
  (or the most recent post-effective amendment thereof) which, individually or in
  the aggregate, represent a fundamental change in the information set forth in
  this Registration Statement. and
  (iii) To include any material
  information with respect to the plan of distribution not previously disclosed in
  this Registration Statement or any material change to such information in this
  Registration Statement;
  provided, however,
  that paragraphs (a)(1)(i) and
  (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in reports filed with or furnished to the Commission by
  the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
  1934, as amended, that are incorporated by reference in this Registration
  Statement.
  (2) That, for the purpose of
  determining any liability under the Securities Act, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial
  bona fide
  offering thereof.
  3
  (3) To remove from registration by
  means of a post-effective amendment any of the securities being registered which
  remain unsold at the termination of the offering.
  (b) The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide
  offering thereof.
  (c) Insofar as indemnification for
  liabilities arising under the Securities Act may be permitted to directors,
  officers and controlling persons of the Registrant pursuant to the provisions
  described in Item 6 above, or otherwise, the Registrant has been advised that in
  the opinion of the Commission such indemnification is against public policy as
  expressed in the Securities Act and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  4
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, as
  amended, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Nanping, People's Republic of China, on the 14th
  day of February 2011.
  Asia Green Agriculture Corporation
  By:
  /s/ Zhan Youdai
  Zhan Youdai
  Title:
  Chief Executive Officer
  POWER OF ATTORNEY
  KNOW ALL PERSONS BY THESE PRESENT, that
  each person whose signature appears below constitutes and appoints Zhan Youdai
  and Tsang Yin Chiu Stanley, as his or her true and lawful attorneys-in-fact and
  agents, with full power of substitution and resubstitution, for him or her and
  in his or her name, place and stead, in any and all capacities, to sign any and
  all amendments (including post-effective amendments) to this Registration
  Statement on Form S-8, and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in connection therewith, as fully to all intents and purposes as she
  or he might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or her or his substitute, may lawfully do or cause
  to be done by virtue thereof.
  Pursuant to the requirements of the
  Securities Act of 1933, this Registration Statement has been signed below by the
  following persons on behalf of the Company and in the capacities and on the
  dates indicated:
  Signatures
  Title
  Date
  /s/ Zhan Youdai
  Chief Executive Officer and Director
  February 14, 2011
  Zhan Youdai
  /s/ Tsang
      Yin Chiu Stanley
  Chief Financial Officer
  February 14, 2011
  Tsang
        Yin Chiu Stanley
  /s/ Zhang He
  Director
  February 14, 2011
  Zhang He
  EXHIBIT INDEX
  4.1
  Lock Up Agreement, dated August
        20, 2010
  Exhibit 4.1 to the registrant's current report on Form 8-K
        filed with the Commission on August 25, 2010.
  4.2
  Form of Warrant Agreement, dated August 20,
        2010
  Exhibit 4.2 to the registrant's current report
        on Form 8-K filed with the Commission on August 25, 2010.
  4.3
  Share Cancellation Agreement
        entered into with Yang Yongjie on August 20, 2010
  Exhibit 4.3 to the registrant's
      current report on Form 8-K filed with the Commission on August 25, 2010.
  4.4
  Option Agreement entered into between Mr. Cai
        Yangbo and Mr. Zhan Youdai on August 20, 2010.
  Exhibit 4.4 to the registrant's current report
        on Form 8-K/A filed with the Commission on November 5, 2010.
  4.5
  2010 Stock Incentive Plan
  Filed herewith.
  5.1
  Opinion of Sheppard Mullin
        Richter & Hampton LLP as to the legality of the shares.
  Filed herewith.
  23.1
  Consent of Sheppard Mullin Richter &
        Hampton LLP
  Included in Exhibit 5.1 to the registrant's
        current report on Form 8-K filed herewith.
  24
  Power of Attorney.
  Included on signature
        page.
  6