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 March 11, 2025

Chi Kin Cheng
Chief Financial Officer
Origin Agritech LTD
Origin R&D Center, Shuangbutou Village
Xushuang Road, Songzhuang Town
Tongzhou District, Beijing, China 101119

 Re: Origin Agritech LTD
 Form 20-F filed February 10, 2025
 File No. 000-51576
Dear Chi Kin Cheng:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended September 30, 2024
Introduction, page 1

1. We note your definition of "China or PRC refers to the mainland
of People s
 Republic of China and would appear to exclude Hong Kong. Please clarify
that the
 legal and operational risks associated with your operating in China also
apply to any
 current or future operations in Hong Kong.
Part I
Item 3. Key Information, page 14

2. In the Key Information section, please 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 any securities that would be
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
 March 11, 2025
Page 2

 requisite permissions or approvals and whether any permissions or
approvals have
 been denied. If applicable, please disclose whether you relied on
counsel in
 determining you are not required to obtain permissions from or complete
filings with
 the CAC and CSRC, and if you did, name your PRC counsel. If you did not
rely on
 counsel, please revise to discuss how you came to that conclusion and
explain why
 you did not need to consult with counsel in that instance. 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 16

3. 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.
Item 5 - Operating and Financial Review and Prospects, page 48

4. Please expand your analysis of operations to quantify the unit volumes
and changes in
 volume related to material sales of various seed products. Refer to Item
303(b)(2) of
 Regulation S-K.
Liquidity and Capital Resources, page 56

5. Advances to suppliers total 67% of annual cost of sales, as of September
30, 2024.
 Please discuss the nature of the advances, the underlying business
reasons, significant
 terms of the transactions, and any risks or potential material impact to
future
 operations.
Revenue Recognition, page F-16

6. Please expand your discussion of revenue recognition to disclose:
 the amount of revenue recognized in the reporting period that was
included in the
 contract liabilities balance at the beginning of the period;
 an explanation of how the timing of satisfaction of your performance
obligations
 March 11, 2025
Page 3

 relates to the typical timing of payment and the effect those
factors have on the
 contract liabilities balance;
 an explanation of the significant changes in the advances from
customers balance
 during the year, including a discussion of significant payment
terms.
 Please refer to paragraphs 8 through 10 of ASC 606-10-50.
General

7. To the extent that one or more of your officers and/or directors are
located in China
 or Hong Kong, please create a separate Enforceability of Civil
Liabilities section for
 the discussion of 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 the
separate section.
8. 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.

 Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please contact Robert Augustin at 202-551-8483 or Conlon Danberg at
202-551-
4466 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
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