SecProbe.io

September 18 , 2013

Dr. James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District
Beijing 102206
China

Re: Origin Agritech Limited
 Form 20-F for the year ended September 30, 2012
Filed January 10, 2013
File No. 000 -51576

Dear Dr . Chen :

We have reviewed your response dated September 12, 2013, and have the following
comments .  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  commen ts, we may have  additional comments.

Financial Statements

Note 10. Equity Method Investments, page F -26

1. The last sentence of Rule 3 -09(a) of Regulation S -X states that, if either the first or third
condition set forth in Rule 1 -02(w), substituting 20 percent for 10 percent, is met by a 50
percent or less owned person accounted for by the equity method either by the registrant or a
subsidiary of the registrant, separate financial statements of such 50 percent or less owned
person shall be filed.  Please  note that Rule 1 -02(w) is referenced in order to incorporate the
first and th ird conditions into Rule 3 -09.  Therefore, these first and third conditions, as
modified by Rule 3 -09(a), apply to a 50 percent or less owned person accounted for by the
equity method.  Your 30% investment in Liyu, which is accounted for under the equity
method, is subject to the provisions of Rule 3 -09 of Regulation S -X.  As such,  please provide
us with your computations with respect to the aforementioned first and third conditi ons.

Dr. James Chen
Origin Agritech Limited
September 18 , 2013
Page 2

2. As a related matter, please discuss the consideration given to the disclosure requirements of
Rule 4 -08(g) of Regulation S -X with respect to summarized financial information.  We may
have further comments upon review of your response.

We urge all p ersons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its ma nagement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowl edging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Amy Geddes at 202 -551-3304 if you have questions regard ing
comments on the financial statements and related matters.  Please contact me at 202-551-3211
with any other questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief