United States securities and exchange commission logo
September 27, 2022
Han Gengchen
Chairman and Chief Executive Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206
People's Republic of China
Re: Origin Agritech
Limited
Amendment No. 2 to
Form 20-F for Fiscal Year Ended
September 30, 2021
File No. 000-51576
Dear Dr. Gengchen:
We have reviewed your September 22, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
August 19, 2022 letter.
Amendment No. 2 to Form 20-F for Fiscal Year Ended September 30, 2021
Introduction
Corporate Structure, page 3
1. We note your response
to prior comment 4 and reissue in part. Please remove the
statements appearing on
page 5 claiming the VIE structure is designed to replicate the
same economic benefits
as direct equity ownership as it is improper to imply that
contractual agreements
are equivalent to equity ownership. We also note that you
continue to refer to
the VIE as "our VIE" on pages 7 and 33. Please revise as appropriate.
Internal Cash Transfers and Dividends, page 7
2. We note your response
to prior comment 3 and reissue in part. Please further revise this
Han Gengchen
Origin Agritech Limited
September 27, 2022
Page 2
section to include a cross reference to the condensed consolidating
schedule and the
consolidated financial statements.
Selected Condensed Consolidated Financial Information , page 9
3. We note your response to comment 5. Please revise and properly
disclose the fiscal years
for each schedule presented. The condensed consolidating schedule of
financial position,
cash flows and results of operations should be presented as of the
same dates and for the
same periods for which audited consolidated financial statements
disclosed on page F-4 to
F-8.
Item 5. Operating and Financial Review and Prospects
Results of Operations - Revenues, page 41
4. We note your response to comment 8. Please revise and disclose the
reasons of the
revenue decline in FY 2021, similar to your explanation in the
response. Also, as
previously requested, please revise to explain the reason for the
significant decline in
revenues in fiscal year 2020 compared to fiscal year 2019.
General and Administrative , page 42
5. We note your response to comment 9. As previously requested, please
revise to quantify
and discuss each of the reasons for the significant increase in
general and administrative
expenses in fiscal 2020 compared to 2019.
You may contact Christie Wong at 202-551-3684 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Celeste Murphy at 202-551-3257 with any
other
questions
FirstName LastNameHan Gengchen Sincerely,
Comapany NameOrigin Agritech Limited
Division of
Corporation Finance
September 27, 2022 Page 2 Office of Life
Sciences
FirstName LastName