United States securities and exchange commission logo
July 8, 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
Form 20-F for
Fiscal Year Ended September 30, 2021
Filed February 4,
2022
File No. 000-51576
Dear Dr. Gengchen:
We have reviewed your filing 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 and any amendment you may file in
response to these
comments, we may have additional comments.
Form 20-F filed February 4, 2022
Item 5. Operating and Financial Review and Prospects
Operating Expenses, General and Administrative Expenses , page 49
1. Please quantify and
discuss the one-time expenses that resulted in the significant increase
in operating and
general and administrative expenses each period. In addition, quantify
each of the items that
resulted in the significant increase in general and administrative
expenses each period.
Amounts included related to government subsidies discussed on
page F-16 should also
be disclosed.
Results of Operations - Revenues , page 49
2. Please disclose the
nature of scrap sales and the specific reasons for the significant
variances in these
sales each period.
Han Gengchen
Origin Agritech Limited
July 8, 2022
Page 2
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue recognition , page F-16
3. Please tell us your consideration of revenue disaggregation and the
disclosure of contract
balances as required by ASC 606-10-50-5 through 50-8. We note you have
RMB45.8
million advances from customers
Note 4. Discontinued Operations , page F-21
4. We note on page 49 that your inventory and provisions related to the
seed production and
distribution business are reported in discontinued business. Please
clarify whether this is
related to the Beijing Shihui as disclosed in Note 4. If so, tell us
your consideration of
ASC 205-20-50.
General
5. We note that all of your business activities currently take place in
China. Please review
the Division of Corporation Finance's December 20, 2021 guidance
"Sample Letter to
China-Based Companies available at:
https://www.sec.gov/corpfin/sample-letter-china-
based-companies and update your disclosure to further highlight the
legal and operational
risks associated with being a China-based company.
6. Please revise your disclosure on page 3 to remove the exclusion of
Hong Kong and Macau
from the definition of "China" and "PRC".
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.
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
July 8, 2022 Page 2 Office of Life
Sciences
FirstName LastName