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<SEC-DOCUMENT>0001157523-06-000447.txt : 20060119
<SEC-HEADER>0001157523-06-000447.hdr.sgml : 20060119
<ACCEPTANCE-DATETIME>20060119161807
ACCESSION NUMBER:		0001157523-06-000447
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060117
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060119
DATE AS OF CHANGE:		20060119

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Origin Agritech LTD
		CENTRAL INDEX KEY:			0001321851
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			D6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-51576
		FILM NUMBER:		06538441

	BUSINESS ADDRESS:	
		STREET 1:		625 BROADWAY
		STREET 2:		SUITE 1111
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92101
		BUSINESS PHONE:		858-847-9000

	MAIL ADDRESS:	
		STREET 1:		625 BROADWAY
		STREET 2:		SUITE 1111
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92101
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5060397.txt
<DESCRIPTION>ORIGIN AGRITECH LIMITED 8-K
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:

                        (Date of earliest event reported)

                                January 17, 2006

                             ----------------------

                             ORIGIN AGRITECH LIMITED
               (Exact name of registrant as specified in charter)

                             British Virgin Islands
         (State or other Jurisdiction of Incorporation or Organization)


 (Commission File Number)                           (IRS Employer Identification
        000-51576                                               No.)
                             625 Broadway, Suite 1111           N/A
                               San Diego, CA 92101
                   (Address of Principal Executive Offices and
                                    zip code)

                                 (619) 795-4627
              (Registrant's telephone number, including area code)


                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:

|_|  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)
|_|  Soliciting material pursuant to Rule 14a-12(b) under the Exchange
     Act (17 CFR 240.14a-12(b))
|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

<PAGE>


================================================================================



Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
- --------------------------------------------------------------------------------

     Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). This information may involve known and
unknown risks, uncertainties and other factors which may cause the Company's
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company's future plans, strategies and
expectations, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that may
be incorrect, and there can be no assurance that any projections included in
these forward-looking statements will come to pass. The Company's actual results
could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. Except as required by applicable
laws, the Company undertakes no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.


Section 1.  Registrant's Business and Operations.

Item 1.01 Entry into a Material Definitive Agreement

     On January 17, 2006, the Company entered into a material definitive
agreement to acquire a controlling interest in Denong Zhengcheng Seed Company,
Ltd. ("Denong"), a developer, producer and marketer of hybrid rice, cotton and
rape seed, principally in southwest China. Under the terms of the agreement, the
Company will pay $5 million in cash to acquire a 52.21% interest in Denong. The
closing of the transaction is contingent only upon the receipt of required
governmental approvals. There is no relationship between the Company or any of
its affiliates and Denong, except for that created by the agreement described in
this filing.

Item 9.01 Financial Information and Exhibits

(c)  Exhibits

99.1 Press Release titled "Origin Agritech Acquires a Controlling Interest in
Denong Zhengcheng Company, Ltd." dated January 19, 2006

================================================================================

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                   Origin Agritech Limited
                                                   (Registrant)

Date: January 19, 2006                             By: /S/ Gengchen Han
                                                       Gengchen Han, CEO





================================================================================
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5060397ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                Origin Agritech Acquires a Controlling
           Interest in Denong Zhengcheng Seed Company, Ltd.

    BEIJING & SAN DIEGO--(BUSINESS WIRE)--Jan. 19, 2006--Origin
Agritech Limited (Nasdaq: SEED) announced today that it has entered
into an agreement to acquire a controlling 52.21% interest in Denong
Zhengcheng Seed Company, Ltd. ("Denong"), a developer, producer, and
marketer of rice, cotton, and rape seed hybrids in China, for
approximately $5 million in cash. Origin announced a Memorandum of
Understanding regarding this transaction in December 2005.
    Denong is best known for its hybrid rice seed products, which it
sells primarily in the southwest region of China. The revenues of
Denong for the fiscal years ending December 31, 2003 and December 31,
2004 (on a PRC GAAP audited basis) were RMB169 million ($20.8 million
at an exchange rate of RMB8.11 per $1.00) and RMB213 million ($26.3
million at an exchange rate of RMB8.11 per $1.00), respectively.
    Denong has a strong portfolio of proprietary hybrid rice seeds. It
is currently producing and selling ten proprietary rice hybrids, 6
proprietary rapeseed hybrids, and 5 proprietary cotton hybrids. The
Company has 4 research facilities and 5 production facilities, all
located in southwestern China. Denong has approximately 350 employees.
    Dr. Gengchen Han, Origin's Chief Executive Officer said today "We
are extremely pleased with this acquisition because Denong's strengths
in the hybrid seed market complement our own and broaden our hybrid
offering. With the acquisition of the controlling interest in Denong,
we now have a significant presence in China in two major crops, corn
and rice. In addition, we have added complementary offerings in cotton
seed and have a new offering, rapeseed, to add to our product mix. We
expect that the addition of the hybrid pipeline of Denong to that of
Origin will further strengthen our growth over the next few years. In
addition, Denong brings with it a large, localized distribution
network that we can utilize to augment the sale of our current product
line.
    "From a financial point of view, the acquisition of Denong will
not change our previously issued guidance on earnings of $11 million
on projected revenues of $55 million for the year ending June 30,
2006. However, we expect that Denong will become a significant
contributor over the next few years as it integrates with Origin.
Closing of the transaction is contingent only on routine government
registration procedures, which are expected to be completed within 30
days."

    About Origin

    Founded in 1997, Origin specializes in the research, development,
production, sale and distribution of hybrid corn rice and cotton seeds
in China. The Company owns or leases facilities in, among other
locations, Beijing, Gansu, Henan, Helongjiang, Liaoning, Jilin, Hainan
and the Sichuan provinces, and also has an office in San Diego, CA.
Origin launched its first entirely internally developed seed in 2003
and introduced four new proprietary corn hybrids to the market in
2004. In 2005 Origin had five new proprietary corn hybrids and one new
proprietary cotton hybrid approved by the government registration
office. Origin anticipates that it will introduce over 40 new
proprietary products into the government testing and approval cycle
between now and 2008.

    Forward Looking Statements

    This release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward looking statements are statements that are not historical
facts. Such forward-looking statements, based upon the current beliefs
and expectations of Origin's management, are subject to risks and
uncertainties, which could cause actual results to differ from the
forward looking statements. The following factors, among others, could
cause actual results to differ from those set forth in the
forward-looking statements: business conditions in China, weather and
natural disasters, changing interpretations of generally accepted
accounting principles; outcomes of government reviews; inquiries and
investigations and related litigation; continued compliance with
government regulations; legislation or regulatory environments,
requirements or changes adversely affecting the businesses in which
Origin is engaged; fluctuations in customer demand; management of
rapid growth; intensity of competition from other providers of seed
products; timing approval and market acceptance of new products
introduction; general economic conditions; geopolitical events and
regulatory changes, as well as other relevant risks detailed in
Origin's filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Origin assumes any obligation to update the information contained in
this press release or filings.



    CONTACT: Origin Agritech Limited
             Richard Propper, MD
             Vice President, Corporate Development
             619-795-4627
             or
             Investor Relations Counsel:
             Devin Sullivan, 212-836-9608
             dsullivan@equityny.com
             Adam Prior, 212-836-9606
             aprior@equityny.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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