SEC Company Response from Origin Agritech (SEED) — Oct 15, 2025
Origin Agritech LTD
Date: Oct. 15, 2025 · CIK: 0001321851 · Accession: 0001104659-25-099603
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277955
Referenced dates: July 11, 2025
Letter
United States Securities and Exchange Commission Division of Corporation Finance – Office of Washington, DC 20549 Attention: Mr. Conlon Danberg Ms. Katherine Bagley Re: Origin Agritech Limited Comment Letter dated July 11, 2025 Amendment No. 1 to Registration Statement on Form F-3 Filed June 30, 2025 File No. 333-277955
Dear Mr. Danberg and Others:
Reference is made to the letter of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), dated July 11, 2025 ("Comment Letter"), commenting on the filing of Amendment No. 1 to Registration Statement on Form F-3 ("Form F-3") of Origin Agritech Limited (the "Company"), which was filed on June 30, 2025.
With this letter, the Company is filing Amendment No.2 to the Form F-3.
I am responding on behalf of the Company, as its United States counsel, to the Comment Letter. The response format sets forth the Staff comment followed by the Company response thereto.
Amendment No. 1 to Registration Statement on Form F-3 filed June 30, 2025 Cover Page
1. 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 reference to your detailed discussion of risks facing the company and the offering as a result of this structure.
Securities and Exchange Commission
October 15, 2025
Page 2
RESPONSE
The disclosure on the cover page of the prospectus has been modified to clarify that because the Company is a holding company, with the top holding company located in the British Virgin Islands with operations in the PRC, due to the possible ability of the PRC government to greatly influence or take over the owned subsidiaries in the PRC and the VIEs of the Company to be unenforceable, it is possible that investors in the Company may never hold the equity interests in the PRC located operating companies. There also has been added cross references to other discussion about the VIE arrangements of the Company in the prospectus on Form F-3 and the Annual Report on Form 20-F for the fiscal year ended September 30, 2024.
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.
RESPONSE
There has been filed a consent of King & Wood Mallesons as an exhibit to the Form F-3 for the reference to their being named in the prospectus forming a part of the Form F-3.
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.
RESPONSE
The section "VIE Structure Evaluation" has been reviewed by PRC counsel to the Company, and updated for the changes in the contractual relationships that were made September 19, 2025.
Securities and Exchange Commission
October 15, 2025
Page 3
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.
RESPONSE
After consultation with the Staff, the Company has elected to remove the risk factors under the sub-heading "Risks relating to doing business in China" found on pages 19-23 of Amendment No. 1 to the Form F-3. We have retained the summary of risk factors and the section "General Market Oriented Risk Factors."
*****
The Company understands that its management persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff of the Securities and Exchange Commission.
If you have any questions about the foregoing, please do not hesitate to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.
Very truly yours,
/S/ Golenbock Eiseman Assor Bell & Peskoe
LLP
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Email
Address: ahudders @golenbock.com
October 15, 2025
United States Securities and Exchange Commission
Division of Corporation Finance – Office of
Industrial Applications and Services
Washington, DC 20549
Attention:
Mr. Conlon
Danberg
Ms. Katherine
Bagley
Re:
Origin Agritech Limited
Comment Letter dated July 11, 2025
Amendment No. 1 to Registration Statement on Form F-3
Filed June 30, 2025
File No. 333-277955
Dear Mr. Danberg and Others:
Reference is made to the letter of the staff (the
"Staff") of the Securities and Exchange Commission (the "Commission"), dated July 11, 2025 ("Comment
Letter"), commenting on the filing of Amendment No. 1 to Registration Statement on Form F-3 ("Form F-3")
of Origin Agritech Limited (the "Company"), which was filed on June 30, 2025.
With this letter, the Company is filing Amendment
No.2 to the Form F-3.
I am responding on behalf of the Company, as its
United States counsel, to the Comment Letter. The response format sets forth the Staff comment followed by the Company response thereto.
Amendment No. 1 to Registration Statement on Form F-3
filed June 30, 2025 Cover Page
1. 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 reference to your detailed discussion of risks facing the company and the offering as
a result of this structure.
Securities and Exchange Commission
October 15, 2025
Page 2
RESPONSE
The disclosure on the cover page of the prospectus
has been modified to clarify that because the Company is a holding company, with the top holding company located in the British Virgin
Islands with operations in the PRC, due to the possible ability of the PRC government to greatly influence or take over the owned subsidiaries
in the PRC and the VIEs of the Company to be unenforceable, it is possible that investors in the Company may never hold the equity interests
in the PRC located operating companies. There also has been added cross references to other discussion about the VIE arrangements of
the Company in the prospectus on Form F-3 and the Annual Report on Form 20-F for the fiscal year ended September 30, 2024.
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.
RESPONSE
There has been filed a consent of King &
Wood Mallesons as an exhibit to the Form F-3 for the reference to their being named in the prospectus forming a part of the Form F-3.
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.
RESPONSE
The section "VIE Structure Evaluation"
has been reviewed by PRC counsel to the Company, and updated for the changes in the contractual relationships that were made September 19,
2025.
Securities and Exchange Commission
October 15, 2025
Page 3
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.
RESPONSE
After consultation with the Staff, the Company
has elected to remove the risk factors under the sub-heading "Risks relating to doing business in China" found on pages 19-23
of Amendment No. 1 to the Form F-3. We have retained the summary of risk factors and the section "General Market Oriented
Risk Factors."
*****
The Company understands that its management persons
are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff of the Securities and Exchange Commission.
If you have any questions about the foregoing,
please do not hesitate to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.
Very truly yours,
/S/ Golenbock Eiseman Assor Bell & Peskoe
LLP
Golenbock Eiseman Assor Bell & Peskoe LLP
cc:
Mr. Yan Weibin,
Chief Executive Officer