SEC Comment Letter for Origin Agritech LTD (SEED) (CIK 0001321851) (SEED) — Oct 23, 2013
Origin Agritech LTD (SEED) (CIK 0001321851)
Date: Oct. 23, 2013 · CIK: 0001321851 · Accession: 0000000000-13-058252
AI Filing Summary & Sentiment
Reasoning
Letter
October 23 , 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 October 11, 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 do 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 comments, w e may have additional comments.
Financial Statements
Note 10. Equity Method Investments, page F -26
1. It is unclear why you have excluded the loss on repurchase of convertible notes from the 2009 “Income (loss) before tax” in the calculation of your five -year average income used to determine if such average income should be substituted into the denominator of your significance calculation. Specifically, while Rule 1 -02(w)(3) of Regulation S -X does exclude income taxes, extraordinary items and cumulative effect of a change in accounting principle from income from operations to be used in the calculation, loss on repurchase of convertible debt is not considered an extraordinary item . Please recalculate your five -year average income, and reconsider the need to include separate financial statements of Liyu pursuant to Rule 3 -09 of Regulation S -X.
Dr. James Chen Origin Agritech Limited October 23 , 2013 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Sec urities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management 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 acknowledging 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 securiti es laws of the United States.
You may contact Amy Geddes at 202 -551-3304 if you have questions regarding comments on the financial statements and related matters. Please contact me at 202-551-3211 with any other questions.
Sincerely,
/s/ David R. Hum phrey
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October 23 , 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 October 11, 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 do 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 comments, w e may have additional comments. Financial Statements Note 10. Equity Method Investments, page F -26 1. It is unclear why you have excluded the loss on repurchase of convertible notes from the 2009 “Income (loss) before tax” in the calculation of your five -year average income used to determine if such average income should be substituted into the denominator of your significance calculation. Specifically, while Rule 1 -02(w)(3) of Regulation S -X does exclude income taxes, extraordinary items and cumulative effect of a change in accounting principle from income from operations to be used in the calculation, loss on repurchase of convertible debt is not considered an extraordinary item . Please recalculate your five -year average income, and reconsider the need to include separate financial statements of Liyu pursuant to Rule 3 -09 of Regulation S -X. Dr. James Chen Origin Agritech Limited October 23 , 2013 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Sec urities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management 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 acknowledging 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 securiti es laws of the United States. You may contact Amy Geddes at 202 -551-3304 if you have questions regarding comments on the financial statements and related matters. Please contact me at 202-551-3211 with any other questions. Sincerely, /s/ David R. Hum phrey David R. Humphrey Accounting Branch Chief