SecProbe.io

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Mail Stop 3561

	September 8, 2005

Mr. Kerry Propper, President
Origin Agritech Limited
625 Broadway, Suite 1111
San, Diego CA 92101

	Re:	Origin Agritech Limited
		Registration Statement on Form S-4
		Amendment No. 2 filed on August 22, 2005
		File No. 333-124709

Dear Mr. Propper:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note your response to our previous comment two.  Please file
as
an exhibit to the registration statement a signed consent of
counsel,
Lehman, Lee and Xu, to the use of their name and opinion.  Please
see
Item 101(g)(2) of Regulation S-K.

2. We note the use of the term "Origin Stockholders" throughout
the
prospectus, but the term does not appear to be defined in the
prospectus.  Please revise to define the term.

Prospectus Cover Page

3. We note the use of the term "pari passu" on the cover page of
the
prospectus.  Please use everyday words on the front cover page of
the
prospectus.  See Rule 421(d) of Regulation C.

Questions and Answers about the Meeting, page 6

4. On page 8, in the answer to the question "How much dilution
will I
experience," we note the disclosure to the additional 200,000
shares
that will be issued if the acquisition is consummated.  Please
describe in the answer or in another section, the persons that
would
receive the 200,000 shares.

Interests of Chardan Directors and Officers in the Stock Purchase,
page 18

5. Please explain whether any officers and directors would be
personally liable for any of Chardan`s liabilities if the business
combination is not consummated.  Also revise as appropriate the
last
risk factor on page 37 that begins "Chardan directors and
executive
officers have interests in the stock purchase that are different
than
yours."

Chardan Historical Financial Information, page 25

6. We note the statement that refers to "[c]ommon stock subject to
possible redemption."  Throughout the registration statement,
please
reconcile this statement with disclosure that refers to common
stock
subject to "conversion."

Market Price Information, page 28

7. Please update the disclosure of stock prices through the second
quarter of 2005.

8. We note the statement that "[i]t is anticipated that the number
of
Agritech common stock after the redomestication merger will be the
same as the number of holders of Chardan common stock."  Please
reconcile this statement with your disclosure that 10,000,000
shares
of common stock of Agritech will be issued to the Origin
Stockholders.

Risk Factors, page 29

9. On page 36, in the risk factor beginning "[t]he combined
company`s
working capital could be reduced," it appears that the maximum
amount
of funds that could be disbursed to Chardan`s stockholders upon
exercise of their conversion rights is an amount that could
currently
be determined.  Please revise.

10. Consider adding a risk factor discussing the risks and burdens
the company faces in complying with regulations in China.  Clarify
whether Origin is currently in compliance with all Chinese
regulations.

Origin`s and the Origin Operating Companies` record of growth and
expansion and high potential for future growth, page 49

11. We note the statement that "[i]n 2003, Origin received orders
and
deposits for approximately 78% of the succeeding year`s sales."
We
also note the next statement that "[f]or the 2005 growing year,
Origin received deposits for approximately 39 million kilograms of
seed product, consistent with its prior experience."  These two
statements do not provide the reader with comparable figures.
Please
consider revising to provide comparable figures for the periods
presented, e.g. kilograms of seeds or deposit percentages.

Satisfaction of 80% Test, page 54

12. We note that the disclosure regarding the enterprise value is
based upon the assumption of Origin receiving an estimated $20
million of capital from the combination and from the exercise of
warrants.  The inclusion of these amounts does not appear
reasonable
in determining the enterprise value of Origin as a stand alone
entity.  Please disclose how Origin has a fair market value equal
to
at least 80% of the net assets of Chardan without receiving the
additional capital.  Further, provide a detailed calculation of
the
enterprise value of Origin.

13. Please clarify that the projection of net income for 2005 on
page
54 was solely for purposes of management determining a valuation
of
the company and should not be relied upon as a projection for
anticipated net income for 2005.  If you do consider this to be a
projection of anticipated net income, please provide the basis for
this projection consistent with Item 10(d) of Regulation S-B.
Also,
include a disclosure warning investors about placing undue
certainty
on projections.

The Stock Purchase Agreement, page 58

Structure of the Stock Purchase and Redomestication Merger, page
58

14. We note the statement that "[a]t the time that Origin is
acquired
by Agritech, Origin will acquire direct ownership and rights to
control the stock of the Origin Operating Companies."  Please
reconcile this statement with the disclosure on page 13 that "on
December 25, 2004 Origin entered into consignment agreements."

Stock Consignment Agreement, page 70

15. We note the statement that "[t]he term of the agreement is
initially three years, but is automatically renewed indefinitely
until both Origin and the consignee agree to terminate."  Please
describe whether the consignees will be the control persons of
Origin.  Describe what corporate action would be required for
Origin
to terminate the consignment agreements.  Also describe the
protections available to the Origin/Agritech minority shareholders
from the Origin control persons terminating the consignment
agreements.  Please explain the possible results if Origin and the
consignees agreed to terminate the consignment agreements.  You
may
want to consider an additional risk factor in regards to the
consignees also being the control persons of Origin.

Differences of Stockholder Rights, page 77

16. Please compare the rights of minority shareholders under the
laws
of Delaware and the British Virgin Islands.  If the rights of
minority shareholders are less in the British Virgin Islands than
in
Delaware, please include an additional risk factor that addresses
this point.

Information about the Origin Parties, page 94

17. We note the disclosure that 98.94% of revenues were related to
licensed hybrid seeds.  Please clarify throughout the prospectus
that
such a large percent of your business is currently derived from
licensed seeds.  Add a risk factor discussing the risk to your
business from substantially all of your revenues being generated
from
licensed seeds and discuss the reliance upon a few key suppliers.
Also, consider discussing this risk in the MD&A.  Clarify the
nature
of the licensing arrangements.  For instance, how long do these
licensing agreements typically last?

Intellectual Property Base, page 96

18. Please place the two asterisks next to the item referred to in
the table.

19. Please reconcile the statement that "in 2004, Origin delivered
four new proprietary corn seeds and one cottonseed products" with
the
disclosure in the table in this section.

20. We note the statement that no other seed products represent
more
than 10% of sales.  Please disclose whether any one company
licensing
seeds to your company accounted for 10% or more of your revenues.
Also, state for each major supplier the total amount of sales
attributable to that supplier rather than to a particular seed.

21. We note the projection for 2005 that approximately 85% of your
seed sales will be from licensed seeds and approximately 15% will
be
from your own proprietary seeds.  Please disclose the basis for
this
projection.  If this is based upon seed pre-orders, please
clarify.

Management`s Discussion and Analysis of Financial Condition and
Plan
of Operation, page 105

Critical Accounting Policies, page 106

22. We reviewed your response to our prior comment 33 and your
revised disclosure does not appear to address our entire comment.
Please expand disclosure on page 104 to include your policies
concerning the timing of recognition of subsidies (e.g. upon
receipt,
upon satisfaction of performance criteria).

Plan of Operations, page 117

23. Please explain in more detail the $317,664 of consulting
expenses
for the period from December 5, 2003 to June 30, 2005.  Please
explain whether these expenses include payments to the public
relations firm and name the public relations firm.

Unaudited Pro Forma Condensed Consolidated Financial Statements,
page
121

24. We reviewed your response to our prior comment 36, noting you
believe the inclusion of options and warrants in your proforma
diluted earnings per share calculation would be anti-dilutive
since
the related exercise prices are in excess of the market prices.
Tell
us the exercise prices of the company`s outstanding options and
warrants, including the underwriters` purchase option, and the
market
prices used in your determination.

Beneficial Ownership of Securities, page 138

25. A beneficial ownership table of Origin should be included as
required by Item 403 of Regulation S-K.  See Item 18(a)(5)(ii) of
Form S-4.  Please present the table giving effect to the stock
purchase agreement and the merger and include a footnote
explaining
the presentation.

Consolidated Financial Statements of State Harvest Holdings
Limited

Consolidated Statements of Shareholders` Equity, page F-4

26. We reviewed your response to our prior comment 40 indicating
that
the financial statements are retroactively restated.  Considering
your statement of shareholders` equity disclosed 100 million
shares
of common stock outstanding at December 31, 2003 and 10,000 common
shares outstanding at December 31, 2004, your response does not
appear to be consistent with your disclosure.  We reissue our
comment
to provide footnote disclosure describing the mechanics of the
capital restructuring in 2004 and revise the financial statements
accordingly.

Part II

Exhibits

27. Exhibit 10.27 as filed on EDGAR appears to be several exhibits
in
addition to the Technology Transfer Agreement between Henan
Agricultural University and Beijing Origin Seed Limited.  Please
revise the index list to include all exhibits filed.  In addition,
Exhibit 10.28, Joint Development Agreement, does not appear to
include all the pages to the agreement.  Please revise and refile
the
agreement.

28. Please file executed copies of exhibits 2.2 and 10.27.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Brian Bhandari at (202) 551-3390 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Pamela Howell, who supervised the
review
of your filing, at (202) 551-3357 with any other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc: 	David Alan Miller, Esq.
	Fax (212) 818-8881
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Kerry Propper
Origin Agritech Limited
September 8, 2005
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