UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MARCH 2008
COMMISSION FILE NUMBER 000-51576

ORIGIN AGRITECH LIMITED
(Translation of registrant's name into English)


No. 21 Sheng Ming Yuan Road, Changping District, Beijing 102206
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X]       Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):       

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):       

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [   ]    No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.

Exhibit 99.1

Origin Agritech Limited Reports First Quarter Fiscal 2008 Results

BEIJING--(BUSINESS WIRE)--Origin Agritech Limited (NASDAQ: SEED) (“Origin” or the “Company”), a technology-focused supplier of crop seeds in China; today announced unaudited financial results for the first quarter ended December 31, 2007. Origin prepares its financial statements in accordance with generally accepted accounting principles (GAAP) of the United States.

RECENT COMPANY HIGHLIGHTS INCLUDE:

FINANCIAL RESULTS OVERVIEW

During the first quarter of fiscal 2008, the Company generated revenues of RMB 26.36 million (US$3.61 million), an increase of 37.03% from RMB 19.24 million (US$2.47 million) generated in the three months ended December 31, 2006. The revenues were mainly from the sales of canola seeds, which increased from RMB 18.19 million (US$2.33 million) for the three months ended December 31, 2006 to RMB 24.06 million (US$3.30 million) for the three months ended December 31, 2007.

Gross profit for the three-months ended December 31, 2007 was RMB3.34 million (US$457,284) compared to RMB 8.17 (US$1.05 million) in the same period of the prior year. Scrap sales for the quarter amounted to about RMB 2.74 million (US$375,406), mainly from the liquidation of seed products from Origin’s subsidiary, Jilin Changrong. These scrap sales amounted to about 10.4% of our total revenue and materially impacted our gross margin by 35.7%. Excluding these scrap sales; gross margins for the quarter were 48.3%, a 5.9% increase from the gross margin of 42.5%for the three months ended December 31, 2006.

Total operating expenses for the three-months ended December 31, 2007 were RMB47.01 million (US$6.44 million) compared with RMB 36.90 million (US$4.73 million) reported for the same period in 2006.

Operating loss for the first quarter of 2007 amounted to RMB43.67 million (US$5.99 million) compared with an operating loss of RMB28.73 million (US$3.68 million) for the same period in 2006. Exclusive of the operating loss of Jilin Changrong of RM 16.19 million (US$2.22 million), the loss from operations was RMB27.48 million (US$3.77million).

Net loss for the first quarter of 2007 was RMB15.37 million (US$2.11 million), or RMB 0.67 (US$0.09) per diluted share, as compared to a net loss of RMB30.67 million (US$3.93 million), or RMB 1.31 (US$0.17) per diluted share in the same period one year ago. Exclusive of the net loss of Jilin Changrong of RMB 16.1 million (US$2.21 million), the net gain was RMB 0.72 million (US$98,657). This increase was in part due to the RMB18.99 million (US$2.6 million) in the changes in the fair value of the embedded derivatives.

BALANCE SHEET

Origin's balance sheet at December 31, 2007 included cash and cash equivalents of RMB118.53 million (US$16.25 million), investments in US Government Agency bonds amounting to RMB 131.27 million (US$18 million), working capital of RMB241.40 million (US$33.1million), and shareholders' equity of RMB285.95 million (US$39.2 million).

Deferred revenue was RMB112.05 million (US$ 15.36 million) for the three-months ended December 31, 2007 as compared to RMB 163.14 million (US$20.9 million) for the same period last year.

Advances from customers increased on a sequential basis by RMB97.53 million (US$13.37 million) for the three-months ended December 31, 2007. On a year-over-year basis, advances from customers increased by RMB76.10 million (US$10.43 million) for the three-months ended December 31, 2007.

COMPANY UPDATE

We recently updated our GMO product pipeline timelines. The glyphosate-resistance and Bt traits in our pipeline are the same traits that have historically dominated the seed industry globally.

Additionally, these particular herbicide resistance and pest resistant genes have grown at over a 50% compounded annual growth rate since being introduced in the United States. The rapid and pervasive adoption shows the high value added to farmers. We retain exclusive rights to these traits in China, have the ability to stack them, and expect to be the first company to commercialize these products in China.

The fact that GMO approval process is restricted solely for Chinese domestic companies places Origin Agritech in a strategic position that is second to none. Healthy downstream industry economics continue to surround the agriculture industry as a whole. China’s cropland estimates by the Ministry of Agriculture are consistent with overall market size growth.

Liang Yuan, President and Co-CEO of Origin concluded, “While we continue to expand our hybrid seed portfolio, we believe that biotechnology will play an increasingly important role in China. We are heavily engaged in developing GM hybrids because we believe China will eventually approve GM seeds for commercial cultivation. We are the only Chinese crop seed company with an in-house biotech center and a 34% owner of Biocentury Transgene (China) Co., Ltd. Our relationships with numerous academic institutions and state run research programs also give us to opportunity to participate in various government-sponsored research, especially for genetically modified crops. We are pleased by our success in this area thus far. We have exclusive rights to five genetic traits which are in various stages of developments. We are confident that once the GM marketplace opens in China, we will be one of the strongest domestic players to compete in the marketplace.”

FISCAL 2008 GUIDANCE

Based on its current outlook, and existing and anticipated business conditions, Origin reiterates the revenue guidance for FY 2008 in the range of US$75 million to US$80 million and net income range of US$0.5 million to US$2 million, for the fiscal year ending September 30, 2008. This net income figure is inclusive of roughly US$2.7 million dollars in expected non-cash interest expense from our convertible debt offering. Exclusive of this non-cash expense, we expect a net income range of US$3.0 to US$4.5 million.

CONFERENCE CALL

Management will conduct a conference call on Wednesday, March 26, 2008 at 9:00 am Eastern Daylight Time to discuss these results. A question and answer session will follow management's presentation.

To participate, please call the following numbers 10 minutes before the call start time and ask to be connected to the Origin Agritech conference call: Phone Number: +1-877-407-9210 (North America) Phone Number: +1-201-689-8049 (International) In addition, the conference call will be broadcast live over the Internet at: www.originagritech.com.

ABOUT ORIGIN

Founded in 1997 and headquartered in Beijing, Origin Agritech Limited (NASDAQ: SEED) is one of China’s leading, vertically-integrated agricultural technology company specializing in agri-biotech research, development and production to supply the growing populations of China. Origin develops, grows, processes, and markets crop seeds to farmers throughout China and parts of Southeast Asia via a network of approximately 3,800 first-level distributors and 6,500 second-level distributors. The hybrid seed industry is estimated at US$2 billion and that is expected to double by 2010. The Company currently operates facilities in 30 of China’s 32 provinces as well as Beijing. Since Origin launched its first entirely internally developed seed in 2003, the Company has developed and commercialized an internally developed proprietary seed portfolio of twelve corn hybrids, twelve rice hybrids and two canola hybrids as of 2007. For further information, please log on www.originagritech.com.

FORWARD LOOKING STATEMENT

This release contains forward-looking statements. All forward-looking statements included in this release are based on information available to us on the date hereof. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "targets," "goals," "projects," "continue," or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither we nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. Important factors that may cause actual results to differ from expectations include, but are not limited to, those risk factors discussed in Origin's filings with the SEC including its annual report on Form 20-F filed with the SEC on February 27, 2008. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except number of share and per share data)

 
Three months ended December 31,
2006   2006   2007   2007
RMB US$ RMB US$
(unaudited) (unaudited) (unaudited) (unaudited)
 
Revenues 19,236 2,465 26,359 3,614
Cost of revenues (11,064 ) (1,418 ) (23,023 ) (3,156 )
 
Gross profit 8,172   1,047   3,336   458  
 
Operating expenses:
Selling and marketing (11,931 ) (1,529 ) (14,007 ) (1,920 )
General and administrative (20,785 ) (2,663 ) (23,383 ) (3,205 )
Research and development (4,185 ) (536 ) (9,620 ) (1,319 )
 
Total operating expenses (36,901 ) (4,728 ) (47,010 ) (6,444 )
 
Loss from operations (28,729 ) (3,681 ) (43,674 ) (5,986 )
Interest expense (4,255 ) (545 ) (9,022 ) (1,237 )
Share of earnings in equity investee companies (4,521 ) (579 ) 521 71
Interest income 2,332 299 1,971 270
Other income 48 6 280 38
Changes in the fair value of embedded derivatives -   -   18,993   2,604  
 
Loss before income taxes and minority interests (35,125 ) (4,500 ) (30,931 ) (4,240 )
Income tax expense
Current (3,754 ) (481 ) (1,185 ) (162 )
Deferred 8,095   1,037   8,617   1,181  
 
Income tax expense 4,341   556   7,432   1,019  
 
Loss before minority interests (30,784 ) (3,944 ) (23,499 ) (3,221 )
Minority interests 118   15   8,130   1,115  
 
Net Loss (30,666 ) (3,929 ) (15,369 ) (2,106 )
 
Net loss per share – basic (1.31 ) (0.17 ) (0.67 ) (0.09 )
 
Net loss per share – diluted (1.31 ) (0.17 ) (0.67 ) (0.09 )
 
Shares used in calculating basic net loss per share 23,472,910   23,472,910   22,974,059   22,974,059  
 
Shares used in calculating diluted net loss per share 23,472,910   23,472,910   22,974,059   22,974,059  
 
Cash dividend per share -   -   -   -  

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

   
September 30, December 31
2007   2007 2007   2007
RMB US$ RMB US$

 

 

(unaudited)

(unaudited)
Assets
Current assets:
Cash and cash equivalents 162,314 21,663 118,532 16,249
Debt securities 133,968 17,880 131,270 17,996
Accounts receivable, net 2,750 367 3,216 441
Due from related parties 7,384 986 5,455 748
Advances to suppliers 1,029 137 24,255 3,325
Advances to growers 24,452 3,263 - -
Inventories 449,207 59,952 675,975 92,668
Income tax recoverable 1,760 235 1,639 225
Prepaid expenses and other current assets 11,459   1,529   11,916   1,634  
 
Total current assets 794,323 106,012 972,258 133,286
Land use rights, net 21,554 2,877 20,915 2,867
Plant and equipment, net 143,043 19,091 142,245 19,500
Equity investments 58,882 7,858 59,403 8,143
Goodwill 16,665 2,224 16,665 2,285
Due from related parties 7,325 978 7,447 1,021
Acquired intangible assets, net 43,057 5,746 41,199 5,648
Deferred income tax assets 12,828 1,712 21,445 2,940
Other assets 13,306   1,776   19,875   2,725  
 
Total assets 1,110,983   148,274   1,301,452   178,415  
 
Liabilities, minority interests and shareholders’ equity
Current liabilities:
Short-term borrowings and current portion of long-term borrowings 268,400 35,821 240,940 33,030
Accounts payable 14,365 1,917 24,610 3,374
Due to growers 17,811 2,377 54,225 7,434
Due to related parties 4,233 565 25,582 3,507
Advances from customers 82,187 10,970 179,714 24,638
Deferred revenues 23,238 3,101 112,049 15,361
Income tax payable 39,059 5,213 39,059 5,355
Other payables and accrued expenses 50,054   6,680   54,675   7,495  
 
Total current liabilities 499,347 66,644 730,854 100,194
 
Long-term borrowings 1,880 251 940 129
Convertible notes, net of discount 173,669 23,178 173,585 23,796
Embedded derivatives-redemption feature 86,937 11,603 65,822 9,023
Other long-term liabilities 3,458   461   3,658   501  
 
Total liabilities 765,291 102,137 974,859 133,643
Minority interests 48,775 6,510 40,641 5,571
Commitments and contingencies
Shareholders’ equity:
Preferred stock (no par value;1,000,000 shares authorized, none issued) - -
Common stock (no par value; 60,000,000 shares authorized, 22,974,059 issued and outstanding shares as of September 30, 2007 and December 31, 2007) - - - -
Additional paid-in capital 377,324 50,359 378,465 51,883
Retained earnings (deficit) (41,404 ) (5,526 ) (56,772 ) (7,783 )
Treasury stock at cost (498,851 shares) (29,377 ) (3,921 ) (29,377 ) (4,027 )
Accumulated other comprehensive loss (9,626 ) (1,285 ) (6,364 ) (872 )
 
Total shareholders’ equity 296,917   39,627   285,952   39,201  
 
Total liabilities, minority interests and shareholders’ equity 1,110,983   148,274   1,301,452   178,415  

CONTACT:
Origin Agritech Limited
Irving Kau, 760-918-1781
Vice President, Finance
Irving.kau@originseed.com.cn
or
Investor Relations:
Global Consulting Group
Eddie Cheung / Dixon Chen, 646-284-9414
echeung@hfgcg.com / dchen@hfgcg.com

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ORIGIN AGRITECH LIMITED

 

 

 

By:

/s/ Liang Yuan

Name:

Liang Yuan

Title:

Co-Chief Executive Officer

 

Date:

March 25, 2008

EXHIBIT

Exhibit Number

 

Description

99.1

 Press release regarding the first quarter FY 2008 financial results.