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<SEC-DOCUMENT>0001157523-07-007338.txt : 20070726
<SEC-HEADER>0001157523-07-007338.hdr.sgml : 20070726
<ACCEPTANCE-DATETIME>20070726161521
ACCESSION NUMBER:		0001157523-07-007338
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070726
FILED AS OF DATE:		20070726
DATE AS OF CHANGE:		20070726

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Origin Agritech LTD
		CENTRAL INDEX KEY:			0001321851
		STANDARD INDUSTRIAL CLASSIFICATION:	AGRICULTURE PRODUCTION - CROPS [0100]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			D6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-51576
		FILM NUMBER:		071003256

	BUSINESS ADDRESS:	
		STREET 1:		NO. 21 SHENG MING YUAN ROAD
		CITY:			CHANGPING DISTRICT BEIJING
		STATE:			F4
		ZIP:			102206
		BUSINESS PHONE:		858-847-9000

	MAIL ADDRESS:	
		STREET 1:		NO. 21 SHENG MING YUAN ROAD
		CITY:			CHANGPING DISTRICT BEIJING
		STATE:			F4
		ZIP:			102206
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>a5457401.txt
<DESCRIPTION>ORIGIN AGRITECH LIMITED 6-K
<TEXT>


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

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                           FOR THE MONTH OF JULY 2007
                        COMMISSION FILE NUMBER 000-51576

                             ORIGIN AGRITECH LIMITED
                 (Translation of registrant's name into English)

         No. 21 Sheng Ming Yuan Road, Changping District, Beijing 102206
                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.

                        Form 20-F [X]   Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):


Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                        Yes [ ]         No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________.

<PAGE>

        $40 Million Guaranteed Senior Secured Convertible Notes Financing
        -----------------------------------------------------------------

Origin Agritech Limited ("Origin" or "the Company") entered into a Notes
Purchase Agreement with entities affiliated with Citadel Investment Group,
L.L.C. ("Citadel") on July 25, 2007. Pursuant to the Notes Purchase Agreement,
Citadel purchased $40 million in principal amount of guaranteed senior secured
convertible notes (the "Notes") issued by the Company.

The Notes are secured by the shares of certain of the Company's subsidiaries.
All of the Company's existing and future subsidiaries are obligated, to the
extent such subsidiary is permitted under applicable laws to do so and subject
to exceptions for certain reporting requirements, to guarantee the payment and
performance of the Company's obligations with respect to the Notes.

The Notes bear interest at a rate of 1% per annum, payable semi-annually in
arrears, and will be redeemed by the Company on July 25, 2012, the maturity date
of the Notes. The Notes may not be redeemed at the election of the Company, in
whole or in part at any time prior to the maturity date. However, as at June 30
or December 31 of any year, commencing with December 31, 2008, the Company will
be required to redeem part of the Notes if the then effective conversion price
of the Notes is below a certain threshold. The holders of the Notes may also
require the Company to repurchase all or a portion of their Notes under certain
circumstances, including upon the occurrence of specified change in control,
asset sale and de-listing events.

The Notes are convertible into shares of common stock of the Company at an
initial conversion price of $11.50 per share. However, unless and until
shareholder approval of the issuance of the Notes is obtained, the aggregate
number of shares of Company common stock issuable upon the conversion of any
Notes is limited to 19.99% of the number of shares of Company common stock
outstanding on July 25, 2007. The conversion price is subject to adjustment in
certain circumstances, including semi-annual reset of the conversion price
commencing from December 31, 2008 and upon occurrence of certain dilutive
events, in each case subject to certain conditions.

Origin intends to utilize net proceeds of this financing for future acquisitions
and working capital needs.

<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, thereunto duly authorized.


                                        ORIGIN AGRITECH LIMITED

                                        By: /s/ Dr. Han Gengchen
                                            ------------------------------------
                                            Name:    Dr. Han Gengchen
                                            Title:   Chief Executive Officer

Date: July 26, 2007

<PAGE>

                                     EXHIBIT


Exhibit Number          Description
- --------------          --------------------------------------------------------
   99.1                 Press release regarding notes financing.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5457401ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1


            Origin Agritech Limited Announces $40 Million
              Senior Secured Convertible Notes Financing

    BEIJING, China--(BUSINESS WIRE)--July 26, 2007--Origin Agritech
Limited (NASDAQ: SEED) ("Origin" or "the Company"), a
vertically-integrated supplier of hybrid crop seeds in China, today
announced that it entered into a Notes Purchase Agreement with
entities affiliated with Citadel Investment Group, L.L.C. ("Citadel")
on July 25, 2007. Pursuant to the Notes Purchase Agreement, Citadel
purchased $40 million in principal amount of guaranteed senior secured
convertible notes ("Notes") issued by the Company. The Notes bear
interest at a rate of 1% and are due 2012. Origin intends to utilize
net proceeds of this financing for future acquisitions and working
capital needs. For a summary of terms of this financing, please refer
to the Company's submission to the SEC under form 6-K today.

    About Origin

    Origin specializes in the research, development, production, sale
and distribution of hybrid crop seeds in China. The Company owns or
leases facilities in, among other locations, Beijing, Gansu, Henan,
Helongjiang, Liaoning, Jilin, Hainan, Sichuan, Hebei, Yunnan, Jiangsu,
Shanxi, Guizhou, Hubei, Anhui, Guangxi, Hunan and Jiangxi provinces.
Origin launched its first entirely internally developed seed in 2003.
As of 2006, Origin had ten proprietary corn hybrids, six proprietary
rice hybrids and two proprietary canola hybrids currently on the
market.

    About Citadel Investment Group, L.L.C

    Citadel is one of the world's leading financial institutions
focused on alternative asset management strategies. The Citadel group
of companies employ over 1,000 professionals at headquarters in
Chicago and across its offices around the world, including New York,
San Francisco, London, Hong Kong and Tokyo.

    Forward Looking Statements

    This release contains forward-looking statements. All
forward-looking statements included in this release are based on
information available to us on the date hereof. These statements
involve known and unknown risks, uncertainties and other factors,
which may cause our actual results to differ materially from those
implied by the forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential," "targets," "goals,"
"projects," "continue," or variations of such words, similar
expressions, or the negative of these terms or other comparable
terminology. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Therefore, actual results may differ materially and adversely from
those expressed in any forward-looking statements. Neither we nor any
other person can assume responsibility for the accuracy and
completeness of forward-looking statements. Important factors that may
cause actual results to differ from expectations include, but are not
limited to, those risk factors discussed in Origin's filings with the
SEC including its transition report on Form 20-F filed with the SEC on
February 15, 2007. We undertake no obligation to revise or update
publicly any forward-looking statements for any reason.

    --30--RC/ny*

    CONTACT: Origin Agritech Limited
             Jeff Wang
             Chief Financial Officer
             0086-10-5890-7518
             or
             Irving Kau
             Vice President, Finance
             760-918-1781
             or
             Investor Relations:
             The Equity Group Inc.
             Devin Sullivan
             212-836-9608
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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