SecProbe.io

CORRESP
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filename1.htm

    Origin
Agritech Limited

    No.
21 Sheng Ming Yuan Road

    Changping
District

    Beijing
102206

    China

              September
      18, 2009

    Filed via
EDGAR

    United
States Securities and Exchange Commission

    Mail Stop
#3561

    100 F.
Street, NE

    Washington,
DC 20549

                Attention:

                Tia
      Jenkins, Senior Assistant chief Accountant, Office of Beverages, Apparel
      and health Care Services

              Re:

              Origin
      Agritech Limited

    Form 20-F for Fiscal Year Ended
September 30, 2008

    Filed April 3, 2009

    File
No.  000-51576

    Response Letter Dated August 14,
2009

    Dear
Sirs:

    We are responding to your comment by
letter dated August 14, 2009, sent to Origin Agritech Limited (“Company”)
concerning the above referenced Form 20-F.  We have repeated the staff
comments for your convenience, with a written response set forth
thereafter.

              Form 20-F for Fiscal
      Year Ended September 20, 2008

              Note 14, Convertible
      Notes, Page F-30

              1.

              Please
      explain to us the basis for how you determined the interest payments and
      the principle payments in 2012 in each of the two cash flow analyses you
      provided in your response to comment 2 of our letter dated July 10
      2009.  In addition, provide us with the present value of the
      remaining cash flows under the terms of the original instrument dated July
      28, 2007, and the comparison of such present value with that of the new
      debt instrument dated July 28,
2008.

              Response:

              To
      review, we considered EITF 96-19 as relevant to our specific case, and
      subsequently APB26 or EITF 00-27, depending on the outcome of our
      evaluation of EITF 96-19, as indicated in our original letter dated July
      29, 2009. As a first step, we determined if the change in the terms of the
      note should be deemed a modification or extinguishment of debts under EITF
      96-19.  The Company compared the cash flows of the original
      agreement to the new agreement terms to determine if a significant
      difference exists.

              We
      determined the interest payments in 2012 as the contracted 1% coupon
      payment of the total principal amount left remaining in each modeled
      scenario.  In the amended structure, this principal amount is US
      $21.3 million.  In the original structure, this amount is US
      $40.0 million. As expected, these resultant annual interest payments are
      US $0.21 and US $0.40 respectively.  The principal payments were
      determined as these same original principal amount stated above (US $21.3
      million and US $40.0 million) at the contracted 16% redemption rate
      calculated on a semi-annual basis, resulting in US $44.74 million and US
      $84.01 million respectively.

              Please
      see the present value, discounted at 16.0%, of the remaining cash flows
      under the terms of the original instrument dated July 28, 2007, as US
      $47.89 million, under the “Cash Flow” line item as attached below (the
      second table).  The comparison of such present value with that
      of the new debt instrument dated July 28, 2008 (its present value is
      US$44.02 million as shown on the first table) is listed at an 8.08%
      difference, under the line item “% Difference”.

    In
preparing this response, the Company has sought the comments from its external
independent auditors, BDO Limited (Hong Kong) whose contact information is as
follows:

    Partner:
Peter Chow

    Principal:
Brenda Lam

    Phone:
(852) 2541 5041

    Please
feel free to contact the company with any further questions at Irving Kau, VP
Finance, 011.86.10.5890.7505 or 011.86.136.8108.0243.

    In connection with responding to the
Staff comments, the company acknowledges that:

    · the company is
responsible for the adequacy 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 law of the United
States.

              Sincerely,

              /s/ Irving
      Kau

              Irving
      Kau,

              Vice
      President of Finance

              cc:

              Yolanda
      Guobadia

           Ryan
Milne, Branch Chief