Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 20-F/A
(Amendment No. 1)
 
(Mark One)
 
¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2011
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
¨
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number: 000-51576
 
Origin Agritech Limited
(Exact name of Registrant as specified in its charter)
 
Not Applicable
(Translation of Registrant’s name into English)
 
British Virgin Islands
(Jurisdiction of incorporation or organization)
 
No. 21 Sheng Ming Yuan Road, Changping District, Beijing 102206, China
(Address of principal executive offices)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class
  
Name of each exchange on which registered
Ordinary Shares
  
The NASDAQ Global Select Market
 
Securities registered or to be registered pursuant to Section 12(g) of the Act.
 
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 23,382,812 ordinary shares.
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
¨Yes     xNo
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
¨Yes     x No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
xYes    ¨No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
 
¨Large accelerated filer              xAccelerated filer               ¨Non-accelerated filer
 
Indicate by a check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S.  GAAP x
International Financial Reporting Standard as
Other ¨
 
Issued by the International Accounting Standards
  
 
Board ¨
  

 
Indicate by check mark which financial statement item the registrant has elected to follow:
 
¨Item 17     ¨Item 18
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
¨Yes           xNo

 
 
 

Explanatory Note
 
The purpose of this Amendment No. 1 to Origin Agritech Limited's Annual Report on Form 20-F for the annual period ended September 30, 2011, filed with the Securities and Exchange Commission on January 20, 2012 (the “Form 20-F”), is solely to furnish Exhibit 101, Exhibit 12.1, 12.2, 13.1, 13.2 to the Form 20-F.  In accordance with Rule 405 of Regulation S-T, Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 20-F formatted in XBRL (eXtensible Business Reporting Language).  Exhibit 12.1, 12.2, 13.1, and 13.2 is provides the requisite management certification to the Form 20-F.
 
No other changes have been made to the Form 20-F. This Amendment No. 1 to the Form 20-F speaks as of the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 20-F.
 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 
 
 
PART III
 
ITEM 19. EXHIBITS
 
Index to Exhibits
 
Exhibit
    
Number
  
Description
     
12.1
  
CEO Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) (17 CFR 240.13a-14(a)) or Rule 15d-1(a) (17 CFR 240.15d-14(a))
     
12.2
  
CFO Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-1(a) (17 CFR 240.15d-14(a))
     
13.1
  
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
13.2
  
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS
  
XBRL Instance Document
     
101.SCH
  
XBRL Taxonomy Schema.
     
101.CAL  
XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase
     
101.LAB  
XBRL Taxonomy Extension Label Linkbase
     
101.PRE  
XBRL Taxonomy Extension Presentation Linkbase

 
 
 
 
SIGNATURE
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

 
ORIGIN AGRITECH LIMITED
   
Date: February 3, 2012
/s/ Gengchen Han
 
Name:
Gengchen Han
 
Title:
Chief Executive Officer
 

Date: February 3, 2012
/s/ Irving Kau
 
Name:
Irving Kau
 
Title:
Chief Financial Officer