Origin Agritech Limited
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(Name of Issuer)
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Ordinary Shares, no par value
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(Title of Class of Securities)
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G67828106
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(CUSIP Number)
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With a copy to:
Mr. HAN Gengchen
c/o Origin Agritech Limited
21 Sheng Ming Yuan Road
Changping District
Beijing, China 102206
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with a copy to:
Andrew D. Hudders, Esq.
Golenbock Eisemen Assor Bell & Peskoe LLP
437 Madison Avenue – 40th Floor
New York, New York 10022
212-907-7349
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September 26, 2011
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. G67828106
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAN Gengchen I.D. No.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Peoples Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,653,500
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
3,653,500
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10
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SHARED DISPOSITIVE POWER
- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,653,500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.69%
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14
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. G67828106
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Page 3 of 5 Pages
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Item 1.
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Security and Issuer
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Item 2.
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Identity and Background.
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(a)
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Mr. Han, an individual (“Reporting Person”), is reporting on his beneficial ownership the Ordinary Shares in this Schedule 13D (“Shares”) that is held by him through Sinodream Limited (Sinodream”), a British Virgin Islands company, of which the Reporting Person is the sole officer and director.
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(b)
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The business address of the Reporting Person is 21 Sheng Ming Yuan Road, Changping District, Beijing, PR China 102206
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(c)
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The Reporting Person is the Chairman of the Board of the Issuer, Origin Agritech Limited.
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(d)
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During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or as a result of such a proceeding was or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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The Reporting Person is a citizen of the Peoples Republic of China.
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Item 3.
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Source and Amount of Funds and Other Consideration.
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CUSIP No. G67828106
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Page 4 of 5 Pages
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Date
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Quantity
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Price
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9/19/2011
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33,300
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$ 2.4447
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9/20/2011
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10,700
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$ 2.4922
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9/21/2011
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60,500
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$ 2.5405
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9/22/2011
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60,500
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$ 2.4603
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9/23/2011
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60,500
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$ 2.5474
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9/26/2011
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27,100
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$ 2.5502
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9/27/2011
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22,100
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$ 2.7323
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9/28/2011
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42,400
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$ 2.7550
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Item 5.
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Interest in Securities of the Issuer.
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CUSIP No. G67828106
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Page 5 of 5 Pages
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/s/ HAN Gengchen
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HAN Gengchen
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