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April 10, 2024
Gengchen Han, Ph.D.
Chief Executive Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206
China
Re:Origin Agritech Limited
Registration Statement on Form F-3
Filed March 17, 2024
File No. 333-277955
Dear Gengchen Han:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3 filed March 14, 2024
Cover Page
1.We note your statement that you "may sell from time to time in one or more offerings up
to a total public offering price of $30,000,000 for three years after the effective date of the
registration statement of which this prospectus is a part and $20,418,077 for the carry over
period set forth in Rule 415(a)(5(ii)(A) until the earlier of the effective date of this
registration statement or 180 days after the third anniversary of the effective date of the
prior registration statement." In the filing fee table included as Exhibit 107.1 to the
Registration Statement, you note that the $20,418,077 of Unsold Securities are being
registered as Carry Forward Securities pursuant to Rule 415(a)(6). As such, it appears you
will be able to offer a total of up to $50,418,077 of securities during the three years after
the effective date of the new registration statement (less any amount of the $20,418,077 of
Unsold Securities that are actually sold during the 180 day carry over period pursuant to

 FirstName LastNameGengchen Han, Ph.D.
 Comapany NameOrigin Agritech Limited
 April 10, 2024 Page 2
 FirstName LastName
Gengchen Han, Ph.D.
Origin Agritech Limited
April 10, 2024
Page 2
Rule 415(a)(5)). Please revise the cover page of the prospectus to state the full offering
amount of $50,418,077, or otherwise revise the cover page or fee table to clarify the
offering amount.
2.Please disclose the location of your auditor’s headquarters and whether and how the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company.
Prospectus Summary
Issues Relating to Operations in the PRC , page 3
3.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors. State whether you, your subsidiaries, or VIEs are
covered by permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental agency
that is required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
Risk Factors, page 10
4.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise."

 FirstName LastNameGengchen Han, Ph.D.
 Comapany NameOrigin Agritech Limited
 April 10, 2024 Page 3
 FirstName LastName
Gengchen Han, Ph.D.
Origin Agritech Limited
April 10, 2024
Page 3
Enforceability of Civil Liabilities, page 21
5.To the extent that one or more of your officers and/or directors are located in China
or Hong Kong, please revise the Enforceability of Civil Liabilities section to discuss the
enforcement risks related to civil liabilities due to your officers and directors being located
in China or Hong Kong.  Please identify each officer and/or director located in China or
Hong Kong and disclose that it will be more difficult to enforce liabilities and enforce
judgments on those individuals.  For example, revise to discuss more specifically the
limitations on investors being able to effect service of process and enforce civil liabilities
in China, lack of reciprocity and treaties, and cost and time constraints.  Also, please
disclose these risks in a separate risk factor, which should contain disclosures consistent
with this section.
Exhibits
6.We note from page 21 that two firms will provide opinions on legal matters in connection
with this offering.  Please revise to provide both firms' opinions.
General
7.We note that you appear to conduct a portion of your operations in, or appear to rely on
counterparties that conduct operations in, the Xinjiang Uyghur Autonomous Region.  To
the extent material, please describe how your business segments, products, lines of
service, projects, or operations are impacted by the Uyghur Forced Labor Prevention Act
(UFLPA), that, among other matters, prohibits the import of goods from the Xinjiang
Uyghur Autonomous Region.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
            Please contact Conlon Danberg at 202-551-4466 or Abby Adams at 202-551-6902 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Andrew D. Hudders, Esq.