SEC Comment Letter for Origin Agritech LTD (SEED) (CIK 0001321851) (SEED) — Nov 27, 2013
Origin Agritech LTD (SEED) (CIK 0001321851)
Date: Nov. 27, 2013 · CIK: 0001321851 · Accession: 0000000000-13-065150
AI Filing Summary & Sentiment
Reasoning
Letter
November 27 , 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 November 18 , 2013 , and have the following comments .
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. We note from your response letter, dated November 18, 2013, that you have concluded the third condition of Rule 1 -02(w) of Regulation S -X is met . As such, separate audited financial statements of Liyu are required under Rule 3 -09 of Regulation S -X. Please file an amended Form 20 -F that includes these required financial statements.
We urge all persons who are responsible for the accuracy and adequa cy 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 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.
Dr. James Chen Origin Agritech Limited November 27 , 2013 Page 2
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequ acy 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 regarding comments on the financial statements and related matters. Please contact me at 202-551-3211 with any other questions.
Sincerely,
/s/ David R. Humphrey
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November 27 , 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 November 18 , 2013 , and have the following comments . 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. We note from your response letter, dated November 18, 2013, that you have concluded the third condition of Rule 1 -02(w) of Regulation S -X is met . As such, separate audited financial statements of Liyu are required under Rule 3 -09 of Regulation S -X. Please file an amended Form 20 -F that includes these required financial statements. We urge all persons who are responsible for the accuracy and adequa cy 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 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. Dr. James Chen Origin Agritech Limited November 27 , 2013 Page 2 In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequ acy 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 regarding 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