SecProbe.io

July 11, 2025
Weibin Yan
Chief Executive Officer
Origin Agritech Limited
Origin R&D Center, Shuangbutou Village
Xushuang Road, Songzhuang Town, Tongzhou District
Beijing, China 101119
Re:Origin Agritech Limited
Amendment No. 1 to Registration Statement on Form F-3
Filed June 30, 2025
File No. 333-277955
Dear Weibin Yan:
            We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form F-3 filed June 30, 2025
Cover Page
We note your disclosure that "[t]he public company, Origin Agritech Limited, referred
to as Origin Agritech, in which investors hold shares, is a holding company
incorporated in the British Virgin Islands," and "[i]nvestors in our ordinary shares are
purchasing an equity interest in a British Virgin Islands holding company, which in
turn has equity interests in some of its subsidiaries in China and a contractual
arrangements with owners of the VIEs through another entity." You also disclose that
"[i]nvestors  in the BVI holding company may never have a direct ownership interest
in the part of the business that is conducted by the VIEs." Please revise to also
disclose that you are not a Chinese operating company, and that investors may never
hold equity interests in the Chinese operating company. Please also provide a cross 1.

July 11, 2025
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reference to your detailed discussion of risks facing the company and the offering as a
result of this structure.
2.We note your disclosure that "[w]e believe we have all required operational and
securities issuance approvals to operate our business and to be able to issue securities
to investors, based on our consultations with King & Wood Mallesons, our counsel in
the PRC, and in particular the requirements to comply with the China Securities
Regulatory Commission ('CSRC') and the Cyperspace Administration of China
('CAC')." Please file the consent of King & Wood Mallesons as an exhibit to your
registration statement.
Prospectus Summary
VIE Structure Evaluation, page 9
3.Please revise your disclosure to describe all contracts and arrangements through
which you claim to have economic rights and exercise control that results in
consolidation of the VIE’s operations and financial results into your financial
statements.
Risk Factor Summary
Risks Relating to Doing Business in the PRC, page 16
4.We note your disclosure that the summary risks "are discussed more fully in the
section titled 'Item 3. Key Information – Item 3.D. Risk Factors' in [y]our 2023
Annual Report, which is incorporated in this prospectus by reference." Please revise
to reference your most current annual report, and to the extent that any of the
summary risk factors are included in this registration statement, please revise this
section to include appropriate cross-references to the more detailed discussion of these
risks in the prospectus.
            Please contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-
2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Andrew D. Hudders, Esq.