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Origin Agritech LTD

Origin Agritech LTDSEED決算レポート

Nasdaq · 産業 · 作物生産

Origin Agritech LTD is an agricultural biotechnology firm headquartered in China. It develops, produces and distributes high-quality crop seeds including hybrid corn, rice, soybeans and genetically modified seed varieties, primarily serving the Chinese agricultural market. The company focuses on enhancing crop yield, pest resistance and stress tolerance to support sustainable farming for growers of all scales.

What changed in Origin Agritech LTD's 20-F — 2023 vs 2024

Top changes in Origin Agritech LTD's 2024 20-F

315 paragraphs added · 289 removed · 242 edited across 5 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
Item 2. ​ Offer Statistics and Expected Timetable 13 Item 3. ​ Key Information 13 Item 4. ​ Information on the Company 37 Item 4A ​ Unresolved Staff Comments 49 Item 5. ​ Operating and Financial Review and Prospects 50 Item 6. ​ Directors, Senior Management, and Employees 59
Item 2. ​ Offer Statistics and Expected Timetable 14 Item 3. ​ Key Information 14 Item 4. ​ Information on the Company 36 Item 4A ​ Unresolved Staff Comments 47 Item 5. ​ Operating and Financial Review and Prospects 48 Item 6. ​ Directors, Senior Management, and Employees 59

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

88 edited+14 added−12 removed226 unchanged
Monthly averages are calculated using the average of the daily rates during the month. 15 Table of Contents B. Capitalization and indebtedness. Not Applicable C. Reasons for the offer and use of proceeds. Not Applicable. D. Risk factors.
Monthly averages are calculated using the average of the daily rates during the month. B. Capitalization and indebtedness. Not Applicable 15 Table of Contents C. Reasons for the offer and use of proceeds. Not Applicable. D. Risk factors.
However, as multinational corporations engaged in the crop seed business expand into the agricultural market in China, we anticipate that they will have a greater portfolio of seed products and more advanced technologies than us.
However, as multinational corporations engaged in the crop seed business expand into the agricultural market in China, we anticipate that they will have a greater portfolio of seed products and more advanced seed technologies than us.
Despite the reform of the Chinese seed industry in implemented in the 2008 time frame and the anticipated market-driven industry consolidation going forward, any reversion in the Chinese government’s policy to protect state owned seed companies may again pose competitive challenges to non-state owned companies such as Origin.
Despite the reform of the Chinese seed industry implemented in the 2008 time frame and the anticipated market-driven industry consolidation going forward, any reversion in the Chinese government’s policy to protect state owned seed companies may again pose competitive challenges to non-state owned companies such as Origin.
Accordingly, we are still facing all of the risks and uncertainties encountered by companies in the earlier stages of development, such as: ● uncertain and continued market acceptance for our product extensions and our services; ● evolving nature of the crop seed industry in the PRC, which is marked by seed company consolidation, changing aspects of government subsidies to farmers and becoming more limited, over production of crop seeds, and less adherence to the qualities of branded seeds, among other things; 20 Table of Contents ● highly competitive conditions from both other branded seeds and unbranded seeds and changing customer preferences or needs that will harm sales of our products; ● the competitive landscape of e-commerce in the PRC and the evolving use of e-commerce by the Chinese population and their needs and preferences; ● maintaining our competitive position in the PRC and competing with Chinese and international companies, many of which have longer operating histories and greater resources than us; ● the aging technology of our seed products that do not reflect current agricultural and farmer needs and the continual need to develop new seed products; ● the cost of our products compared to other sources of seeds for the same crop types; ● maintaining our current licensing arrangements and entering into new ones to expand our product offerings in both our domestic market and sought after international markets; ● using a joint venture model for our continuing business where we maintain only a simple majority stake; ● continuing to offer commercially successful products to attract and retain a larger base of direct customers and ultimate users; ● continuing our existing arrangements with farms that grow our crop seed products and entering into new arrangements with additional production farms; ● maintaining effective control of our costs and expenses; and ● retaining our management and skilled technical staff and recruiting additional key employees.
Accordingly, we are still facing all of the risks and uncertainties encountered by companies in the earlier stages of development, such as: ● uncertain and continued market acceptance for our product extensions and our services; ● evolving nature of the crop seed industry in the PRC, which is marked by seed company consolidation, changing aspects of government subsidies to farmers and becoming more limited, over production of crop seeds, and less adherence to the qualities of branded seeds, among other things; ● highly competitive conditions from both other branded seeds and unbranded seeds and changing customer preferences or needs that will harm sales of our products; ● the competitive landscape of e-commerce in the PRC and the evolving use of e-commerce by the Chinese population and their needs and preferences; ● maintaining our competitive position in the PRC and competing with Chinese and international companies, many of which have longer operating histories and greater resources than us; ● the aging technology of our seed products that do not reflect current agricultural and farmer needs and the continual need to develop new seed products; ● the cost of our products compared to other sources of seeds for the same crop types; ● maintaining our current licensing arrangements and entering into new ones to expand our product offerings in both our domestic market and sought after international markets; ● using a joint venture model for our continuing business where we maintain only a simple majority stake; ● continuing to offer commercially successful products to attract and retain a larger base of direct customers and ultimate users; 20 Table of Contents ● continuing our existing arrangements with farms that grow our crop seed products and entering into new arrangements with additional production farms; ● maintaining effective control of our costs and expenses; and ● retaining our management and skilled technical staff and recruiting additional key employees.
The occurrence of any of the foregoing may harm our business, results of operations and financial condition. Although the seed law made significant improvements in plant variety protection and germplasm IP protection, intellectual property protection is still a developing legal sector in China. Implementation of PRC intellectual property-related laws has historically been lacking and difficulties in enforcement.
The occurrence of any of the foregoing may harm our business, results of operations and financial condition. Although the PRC seed law made significant improvements in plant variety protection and germplasm IP protection, intellectual property protection is still a developing legal sector in China. Implementation of PRC intellectual property-related laws has historically been lacking and difficulties in enforcement.
However, we understand that that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations that may be applicable to the VIE.
However, we understand that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations that may be applicable to the VIE.
If we do not develop new products and keep up with industry trends, our business will experience setbacks. ● Although we believe there is a significant, encouraging change in the regulatory approach to GMO products in the PRC, these changes are recent, and there still is uncertainty about full government acceptance and consumer acceptance of GMO products. ● Development of aspects of our business is through joint ventures.
If we do not develop new products and keep up with industry trends, our business will experience setbacks. ● Although we believe there is a significant, encouraging change in the regulatory approach to GMO seed products in the PRC, these changes are recent, and there still is uncertainty about full government acceptance and consumer acceptance of GMO seed products. ● Development of aspects of our business is through joint ventures.
We have to rely on the contractual arrangements with the VIE and its shareholders to operate the business in areas where foreign ownership is restricted. Currently, this is the seed development operations of the business. These contractual arrangements, however, may not be as effective as direct ownership in providing us with control over the VIE.
We have to rely on the contractual arrangements with the VIE and its shareholders to operate the business in areas where foreign ownership is restricted. Currently, this is the seed development and distribution operations of the business. These contractual arrangements, however, may not be as effective as direct ownership in providing us with control over the VIE.
The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries. As a result, recognition and enforcement in the PRC of judgments of a court in the United States or many other jurisdictions in relation to any matter, including securities laws, may be difficult or impossible.
The PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries. As a result, recognition and enforcement in the PRC of judgments from a court in the United States or many other jurisdictions in relation to any matter, including securities laws, may be difficult or impossible.
Such translation amounts should not be construed as a representation that the Renminbi amounts could be readily converted into United States dollar amounts at that rate or any other rate. (2) Current working capital is the difference between total current assets and total current liabilities.
Such translation amounts should not be construed as a representation that the Renminbi amounts could be readily converted into United States dollar amounts at that rate or any other rate. (2) Current working capital deficit is the difference between total current assets and total current liabilities.
Our business continues to require substantial investment, human resources and on our cash assets. Our current resources are not likely to be fully support our longer term planned operations and expansion. Our independent auditors have issued their reports with a going concern statement.
Our business continues to require substantial investment, human resources and on our cash assets. Our current resources are not likely to fully support our longer term planned operations and expansion. Our independent auditors have issued their reports with a going concern statement.
Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities and our other outstanding securities to significantly decline or be worthless. 33 Table of Contents Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owes additional taxes, which could negatively affect our financial condition and the value of your investment.
Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities and our other outstanding securities to significantly decline or be worthless. 32 Table of Contents Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owes additional taxes, which could negatively affect our financial condition and the value of your investment.
Any limitation on the ability of our PRC located companies and VIE to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
Any limitation on the ability of our PRC located companies and a VIE to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
Our Company engages in corn seed research and development, deploying our biotechnology assets. These activities are conducted through the VIE. We plan to continue our seed research and development activities, with a view to licensing our seed traits and seed germplasm characteristics and performing contract research and development services.
Our Company engages in corn seed research and development, deploying our biotechnology assets. These activities are conducted through a VIE. We plan to continue our seed research and development activities, with a view to licensing our seed traits and seed germplasm characteristics and performing contract research and development services.
We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of the Company or such conflicts will be resolved in our favor. 32 Table of Contents Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and the Company, except that we could exercise our purchase rights under the agreements with these shareholders to request them to transfer all of their equity interests in the VIE to a PRC entity or individual designated by us, to the extent permitted by PRC law.
We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of the Company or such conflicts will be resolved in our favor. 31 Table of Contents Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and the Company, except that we could exercise our purchase rights under the agreements with these shareholders to request them to transfer all of their equity interests in the VIE to a PRC entity or individual designated by us, to the extent permitted by PRC law.
In addition, if the VIE undergoes an involuntary liquidation proceeding, third-party creditors may claim rights to some or all of its assets, thereby hindering our ability to operate our business, which could materially or adversely affect our business, financial condition and results of operations. 34 Table of Contents Apart from our capital funding, we may rely on dividends and other distributions from our wholly and partly owned subsidiaries and the VIE to upstream legally available funds for operational costs and any distributions that might be made by the BVI holding company to investors.
In addition, if the VIE undergoes an involuntary liquidation proceeding, third-party creditors may claim rights to some or all of its assets, thereby hindering our ability to operate our business, which could materially or adversely affect our business, financial condition and results of operations. 33 Table of Contents Apart from our capital funding, we may rely on dividends and other distributions from our wholly and partly owned subsidiaries and the VIEs to upstream legally available funds for operational costs and any distributions that might be made by the BVI holding company to investors.
Unless otherwise noted, for the years ended September 30, 2022 and 2023, all translations from Renminbi to U.S. dollars in this Annual Report were made at RMB 7.0998 and RMB 7.1798 per US $1.00, respectively, which were the prevailing year or period end closing rates for those periods.
Unless otherwise noted, for the years ended September 30, 2022, 2023 and 2024, all translations from Renminbi to U.S. dollars in this Annual Report were made at RMB 7.0998, RMB 7.1798 and 7.0074 per US $1.00, respectively, which were the prevailing year or period end closing rates for those periods.
There is still substantial uncertainty as to whether or not these opinions will impose additional requirements on us. 35 Table of Contents In addition, the Data Security Law was promulgated on June 10, 2021, and became effective in September 2021. The Personal Information Protection Law was promulgated on August 20, 2021, and officially implemented on November 1, 2021.
There is still substantial uncertainty as to whether or not these opinions will impose additional requirements on us. 34 Table of Contents In addition, the Data Security Law was promulgated on June 10, 2021, and became effective in September 2021. The Personal Information Protection Law was promulgated on August 20, 2021, and officially implemented on November 1, 2021.
If we are unable to address such issue in a timely manner, or at all, we may be required to suspend or terminate our related businesses or face other penalties, our business, financial condition, results of operations, and prospects could be materially harmed. ​ ​ 36 Table of Contents
If we are unable to address such issue in a timely manner, or at all, we may be required to suspend or terminate our related businesses or face other penalties, our business, financial condition, results of operations, and prospects could be materially harmed. ​ ​ 35 Table of Contents
As this is a new business model for the Company and our joint venture partners are engaging with the Company differently than before, no assurance can be given that the joint ventures will perform as well as we expect, which could impact the overall performance of the Company.
As this is a different business model for the Company and our joint venture partners are engaging with the Company differently than before, no assurance can be given that the joint ventures will perform as well as we expect, which could impact the overall performance of the Company.
Based on our understanding and current assessment, we believe that we were not a PFIC for the taxable year 2023. However, there can be no assurance that we will not be a PFIC for the taxable year and/or later taxable years, as PFIC status is re-tested each year and depends on the facts in such year.
Based on our understanding and current assessment, we believe that we were not a PFIC for the taxable year 2024. However, there can be no assurance that we will not be a PFIC for the taxable year and/or later taxable years, as PFIC status is re-tested each year and depends on the facts in such year.
We are a BVI holding company with wholly and partly owned subsidiaries and a VIE in the PRC. To the extent that the PRC located companies are profitable and have legally distributable funds, we could ultimately receive those funds in the BVI holding company, which then would be available for distribution to investors.
We are a BVI holding company with wholly and partly owned subsidiaries and VIEs in the PRC. To the extent that the PRC located companies are profitable and have legally distributable funds, we could ultimately receive those funds in the BVI holding company, which then would be available for distribution to investors.
We have elected to avail ourselves of the exemption provided by Nasdaq, and we have elected to be governed by only the British Virgin Island laws and the terms of our memorandum and articles, which for example do not require us to hold an annual meeting each year.
We have elected to avail ourselves of the exemptions provided by Nasdaq, and we have elected to be governed by only the British Virgin Island laws and the terms of our memorandum and articles, which for example do not require us to hold an annual meeting each year.
In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements our PRC operating companies and the VIE currently have in place in a manner that would materially and adversely affect their ability to pay dividends and other distributions to us.
In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements our PRC operating companies and the VIEs currently have in place in a manner that would materially and adversely affect their ability to pay dividends and other distributions to us.
GAAP. As a result, our ordinary shares would likely decline in value or become valueless. 31 Table of Contents The contractual arrangements with the VIE and its shareholders may not be as effective as direct ownership in providing operational control.
GAAP. As a result, our ordinary shares would likely decline in value or become valueless. 30 Table of Contents The contractual arrangements with the VIE and its shareholders may not be as effective as direct ownership in providing operational control.
The Nasdaq Marketplace Rules permit foreign private issuers to elect not to be governed by all the corporate governance rules.
The Nasdaq Marketplace Rules permit foreign private issuers to elect not to be governed by all the corporate governance rules of Nasdaq.
In order to address those restrictions, Origin the holding company, a non-Chinese entity that cannot directly own all the shares of our PRC operating subsidiary, believes it holds the right to control such shares in all respects, including voting, dividends, nomination of directors, and corporate management, through stock consignment agreements executed by the owners of that portion of the stock of these companies.
In order to address those restrictions, Origin the holding company, a non-Chinese entity that cannot directly own all the shares of certain of our PRC operating subsidiaries, believes it holds the right to control such shares in all respects, including voting, dividends, nomination of directors, and corporate management, through stock consignment agreements executed by the owners of that portion of the stock of these companies.
The failure to receive necessary permits or approvals could have long-term effects on our ability to enter into foreign markets. 18 Table of Contents Joint ventures, partnerships, and companies with which we will engage for various aspects of our business present a number of challenges that could have a material adverse effect on our business and results of operations and cash flows.
The failure to receive necessary permits or approvals could have long-term effects on our ability to enter into foreign markets. Joint ventures, partnerships, and companies with which we will engage for various aspects of our business present a number of challenges that could have a material adverse effect on our business and results of operations and cash flows.
If we fail to adapt our products and services to such changes in an effective and timely manner, we may suffer from decreased user traffic and user base, which, in turn, could materially and adversely affect our business, financial condition and results of operations. We operate in an evolving market.
If we fail to adapt our products and services to such changes in an effective and timely manner, we may suffer from decreased user traffic and user base, which, in turn, could materially and adversely affect our business, financial condition and results of operations. 18 Table of Contents We operate in an evolving market.
Those risk factors identified below should not be to the exclusion of all the other risk factors discussed in this report. ● We operate a portion of our seed business, the seed development business, through a VIE structure, which means investors ultimately may be found not to own a part of our business.
Those risk factors identified below should not be to the exclusion of all the other risk factors discussed in this report. ● We operate a portion of our businesses through a VIE structure, which means investors ultimately may be found not to own a part of our business.
The reports on our financial statements for the fiscal years ended September 30, 2021, 2022 and 2023, included in this Annual Report on Form 20-F, contain a going concern statement. During fiscal years 2021, 2022 and 2023, we raised capital through the sale of our ordinary shares under an at-the-market arrangement and a self-sell registered transaction.
The reports on our financial statements for the fiscal years ended September 30, 2022, 2023 and 2024, included in this Annual Report on Form 20-F, contain a going concern statement. During fiscal years 2022, 2023 and 2024, we raised capital through the sale of our ordinary shares under an at-the-market arrangement, a self-sell registered transaction and a private placement.
Further, failure to comply with various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion. We believe our major shareholders who are PRC residents, or whose shares are beneficially owned by PRC residents, have completed foreign exchange registration with the local foreign exchange bureau according to these SAFE regulations.
Further, failure to comply with various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion. 25 Table of Contents We believe our major shareholders who are PRC residents, or whose shares are beneficially owned by PRC residents, have completed foreign exchange registration with the local foreign exchange bureau according to these SAFE regulations.
Because these are separate companies, we may not be able to control their distribution methods for our seed products, with the consequence that our sales may not be as expected. If we do not manage our ongoing operations successfully, our growth and chances for profitability will be hindered or impeded.
Because these are separate companies, we may not be able to control their distribution methods for our seed products, with the consequence that our sales may not be as expected. 16 Table of Contents If we do not manage our ongoing operations successfully, our growth and chances for profitability will be hindered or impeded.
In addition, they have established market presence, have obtained patent protection in some instances for different seeds, and have built up their brand reputation and distribution networks globally. For example, in the United States, Monsanto (Bayer) and Corteva Agriscience, dominate the GM corn seed market with an estimated 70% of that market.
In addition, they have established market presence, have obtained significant patent protection for their seeds, and have built up their brand reputation and distribution networks globally. For example, in the United States, Monsanto (Bayer) and Corteva Agriscience, dominate the GM corn seed market with an estimated 70% of that market.
Any such termination could result in a possible loss of certain rights or assets held by us without receiving fair value in return. The stock consignment agreements relating to our control of the stock of two of our PRC operating subsidiaries, Origin Beijing and Xinjiang Origin, may be terminated after three years upon mutual agreement between us and the consignees.
Any such termination could result in a possible loss of certain rights or assets held by us without receiving fair value in return. The stock consignment agreements relating to our control of the stock of two of our PRC operating subsidiaries, Hainan Aoyu and Baodao Origin, may be terminated after three years upon mutual agreement between us and the consignees.
No such treaty currently exists with the British Virgin Islands. Prior to 2008, dividend payments to foreign investors made by FIEs were exempt from PRC withholding tax. 25 Table of Contents Any fluctuations in exchange rates may adversely affect your investment.
No such treaty currently exists with the British Virgin Islands. Prior to 2008, dividend payments to foreign investors made by FIEs were exempt from PRC withholding tax. Any fluctuations in exchange rates may adversely affect your investment.
The translation of Renminbi amounts into United States dollar amounts has been made for the convenience of the reader and has been made at the exchange rate quoted by the State Administration of Foreign Exchange in China on September 30, 2023, of RMB 7.1798 to US$1.00.
The translation of Renminbi amounts into United States dollar amounts has been made for the convenience of the reader and has been made at the exchange rate quoted by the State Administration of Foreign Exchange in China on September 30, 2024, of RMB 7.0074 to US$1.00.
You may not be able to effect transactions in your shares at a posted price or in the quantity you desire. 16 Table of Contents Risks relating to our business We currently use regional joint venture companies for our seed distribution business; These companies may not be able to perform as we expected.
You may not be able to effect transactions in your shares at a posted price or in the quantity you desire. Risks relating to our business We currently use regional joint venture companies for our seed distribution business; These companies may not be able to perform as we expected. We have regional joint venture companies for our seed distribution business.
The seed production business is competitive both in China and throughout the rest of the world. All levels of the seed development, marketing and distribution business is competitive throughout the world, dominated by a limited number of companies. Increasingly, foreign seed producers are entering the China market with their seed products, which also include GM seeds.
The seed production business is competitive both in China and throughout the rest of the world. All levels of the seed development, marketing and distribution business is competitive throughout the world, dominated by a limited number of companies. Increasingly, foreign seed producers are entering the China market with their seed products.
In that event, we may need to resort to the PRC courts to have our rights under the applicable agreement enforced. Such enforcement will cause us to incur legal expenses. In addition, while a case is pending there will be uncertainty regarding our rights as to Beijing Origin, the PRC operating subsidiary involved as a VIE.
In that event, we may need to resort to the PRC courts to have our rights under the applicable agreement enforced. Such enforcement will cause us to incur legal expenses. In addition, while a case is pending there will be uncertainty regarding our rights as to the PRC operating subsidiaries involved as VIEs.
According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC. 24 Table of Contents However, it is unclear how tax authorities will determine tax residency based on the facts of each case.
According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
As a result, we have very limited business liability insurance, business disruption insurance, or product liability coverage for our operations in China. We have determined that the difficulties associated with acquiring such insurance on commercially acceptable terms make it impractical for us to obtain such coverage.
PRC insurance companies do not offer extensive business insurance products. As a result, we have very limited business liability insurance, business disruption insurance, or product liability coverage for our operations in China. We have determined that the difficulties associated with acquiring such insurance on commercially acceptable terms make it impractical for us to obtain such coverage.
Even if protection is obtained, competitors, growers or others in the chain of commerce may raise legal challenges to our rights or illegally infringe our rights, including through means that may be difficult to prevent, detect or defend.
However, we may be unable to obtain protection for our intellectual property. Even if protection is obtained, competitors, growers or others in the chain of commerce may raise legal challenges to our rights or illegally infringe our rights, including through means that may be difficult to prevent, detect or defend.
Under PRC law, foreign entities are not currently permitted to own more than 49% of seed production companies. As a result, 71.76% of Beijing Origin is owned through stock consignment agreements.
Under PRC law, foreign entities are not currently permitted to own more than 49% of seed production companies. As a result, Some of the Origin PRC subsidiaries are owned through stock consignment agreements.
Foreign ownership in entities that directly and indirectly provide food and agricultural products is subject to restrictions under current PRC laws and regulations. Specifically, foreign ownership may not exceed 49%. 30 Table of Contents We are a British Virgin Islands company and our PRC subsidiaries are considered to be a foreign-invested enterprise.
Foreign ownership in entities that directly and indirectly provide food and GMO seed products and their related businesses is subject to restrictions under current PRC laws and regulations. Specifically, foreign ownership may not exceed 49%. We are a British Virgin Islands company and our PRC subsidiaries are considered to be a foreign-invested enterprise.
Some of our PRC operations, being those related to the seed research and seed production are through operating entities established in the PRC that are variable interest entities, collectively, the VIE; b) the Company and investors, in respect of the portion of our business operating in the PRC through a VIE, face uncertainty about future actions by the government of the PRC that could significantly limit and adversely affect the Company’s financial performance and the enforceability of the contractual arrangements of the VIE; c) the Company has filed this annual report on Form 20-F detailing the financial aspects of the company, including consolidation of the VIE operations, which are not separately stated; d) because the Company is a British Virgin Islands company formed in 2004, the Company was not required to apply for approval from the government of the PRC to be listed on a United States stock exchange, however, that could change in the future; and e) the United States Holding Foreign Companies Accountable Act, which requires that the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer’s public accounting firm within three years, may result in the delisting of the operating company in the future if the PCAOB is unable to inspect the firm. 29 Table of Contents Part of our PRC operations is conducted through contractually controlled subsidiaries rather than by direct ownership of 100% of their equity, the terms of which may have to be enforced, which would require us to incur extra costs, create uncertainty as to ownership of the operating businesses involved, and risk the possible loss of rights.
Some of our PRC operations, being those related to the seed research and seed production are through operating entities established in the PRC that are variable interest entities, collectively, the VIE; b) the Company and investors, in respect of the portion of our business operating in the PRC through a VIE, face uncertainty about future actions by the government of the PRC that could significantly limit and adversely affect the Company’s financial performance and the enforceability of the contractual arrangements of the VIE; c) the Company has filed this annual report on Form 20-F detailing the financial aspects of the company, including consolidation of the VIE operations, which are not separately stated; 28 Table of Contents d) because the Company is a British Virgin Islands company formed in 2004, the Company was not required to apply for approval from the government of the PRC to be listed on a United States stock exchange, however, that could change in the future; and e) the United States Holding Foreign Companies Accountable Act, which requires that the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer’s public accounting firm within three years, may result in the delisting of the operating company in the future if the PCAOB is unable to inspect the firm.
An adverse determination in any such proceeding could subject us to significant liability and damage our market reputation and prevent us from achieving increased sales and market share. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase of our products.
An adverse determination in any such proceeding could subject us to significant liability and damage our market reputation and prevent us from achieving increased sales and market share. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase of our products. 22 Table of Contents We have limited business insurance coverage in China.
Although all genetically modified products must go through rigorous testing, some opponents of the technology consistently attempt to raise public concern about the potential for adverse effects of genetically modified seed products on human or animal health, other plants and the environment.
Although all genetically modified products must go through rigorous testing, some opponents of the technology consistently attempt to raise public concern about the potential for adverse effects of genetically modified seed products on human or animal health, other plants and the environment. Public concern can affect the timing of, and whether we are able to obtain, government approvals.
Although our independent registered public accounting firm is located in and operates from the United States, investors should be aware that public accounting firms operating only in the China market are not permitted to be subject to inspection by the Public Company Accounting Oversight Board of the United States, and as such, investors in companies with only a China based accounting firm may be deprived of the benefits of such inspection.
These market fluctuations may also materially and adversely affect the market price of our ordinary shares. 27 Table of Contents Although our independent registered public accounting firm is located in and operates from Singapore, investors should be aware that public accounting firms operating only in the China market are not permitted to be subject to inspection by the Public Company Accounting Oversight Board of the United States, and as such, investors in companies with only a China based accounting firm may be deprived of the benefits of such inspection.
The PRC has many regulations relating to the seed business and internet sales business. These laws and regulations are undergoing substantial changes in recent years, resulting in substantially greater regulation and rules that we must adapt to and follow. Seed products must be licensed and undergo a stringent review process before they may be sold in the PRC.
These laws and regulations have undergone substantial changes in recent years, resulting in substantially greater regulation and rules that we must adapt to and follow. Seed products must be licensed and undergo a stringent review process before they may be sold in the PRC.
The following information should be read in conjunction with those statements and Item 5, “Operating and Financial Review and Prospects.” Our summary consolidated statements of operations and comprehensive income data for the fiscal years ended September 30, 2021, 2022 and 2023, and our summary consolidated balance sheet data as of September 30, 2022 and 2023, as set forth below, are derived from, and are qualified in their entirety by reference to, our audited consolidated financial statements, including the notes thereto, which are included in this Annual Report. 13 Table of Contents Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States, or U.S.
The following information should be read in conjunction with those statements and Item 5, “Operating and Financial Review and Prospects.” Our summary consolidated statements of operations and comprehensive income data for the fiscal years ended September 30, 2022, 2023 and 2024, and our summary consolidated balance sheet data as of September 30, 2023 and 2024, as set forth below, are derived from, and are qualified in their entirety by reference to, our audited consolidated financial statements, including the notes thereto, which are included in this Annual Report.
Also, under SEC and Nasdaq rules, we do not have to provide in our reports and corporate governance certain information and investor protections. ● The trading of our ordinary shares on Nasdaq is volatile and inconsistent.
Also, under SEC and Nasdaq rules, we do not have to provide in our reports certain corporate governance information and provide investor protections at the level of a United States based reporting company. ● The trading of our ordinary shares on Nasdaq is inconsistent.
Foreign regulatory and legislative requirements will impact the development and distribution of our seed products in the global market. Certain markets require rigorous testing and pre-approval prior to a market release of the GM seeds.
If we are unable to meet these requirements, we will not be able to distribute our products. Foreign regulatory and legislative requirements will impact the development and distribution of our seed products in the global market. Certain markets require rigorous testing and pre-approval prior to a market release of the GM seeds.
Because of our operations in the development of genetically modified seeds and involvement in the production of seeds as well as for other reasons, the PRC government may intervene or act to influence our operations, or may exert more control over offerings conducted overseas and/or foreign investment in us Such intervention or influence over the manner we operate could result in a material change in our operations or the value of our ordinary shares.
Because of our operations in the development of genetically modified seeds and involvement in the production of seeds as well as for other reasons, the PRC government may intervene or act to influence our operations, or may exert more control over offerings conducted overseas and/or foreign investment in us.
However, we cannot guarantee that the relevant PRC regulatory authority will take a view that is not contrary to or otherwise from the opinion stated above. Currently, the measures have not materially affected our business and operations.
However, we cannot guarantee that the relevant PRC regulatory authority will take a view that is not contrary to or otherwise from the opinion stated above.
We could also be a PFIC for any taxable year if the gross income that we and our subsidiaries earn from passive investments is substantial in comparison with the gross income from our business operations. While we will continue to examine our PFIC status, we cannot assure you that we will not be a PFIC for any future taxable year.
We could also be a PFIC for any taxable year if the gross income that we and our subsidiaries earn from passive investments is substantial in comparison with the gross income from our business operations.
We have regional joint venture companies for our seed distribution business. The Company has stock positions of 51% or 50% in these joint ventures. Most of the joint venture partners were the Company’s regional distributors in the past.
The Company has stock positions of 51% or 50% in these joint ventures. Most of the joint venture partners were the Company’s regional distributors in the past.
Therefore, once an issuer is identified as a Commission - Identified Issuer for two consecutive years, the Commission is required under the HCFAA to prohibit the trading of the issuer's securities on a national securities exchange and in the over - the - counter market. On January 3, 2020, the Company engaged Borgers as its independent registered public accounting firm.
Therefore, once an issuer is identified as a Commission - Identified Issuer for two consecutive years, the Commission is required under the HCFAA to prohibit the trading of the issuer’s securities on a national securities exchange and in the over - the - counter market.
Tax treatment for the subsidiaries in China may change from past tax treatment, which could increase our tax liabilities in future fiscal years. Origin has several joint venture subsidiaries and directly owned subsidiaries and VIE arrangements through which it operates its business.
As a result, any transfer pricing adjustment could have an adverse impact on our financial condition. Tax treatment for the subsidiaries in China may change from past tax treatment, which could increase our tax liabilities in future fiscal years. Origin has several joint venture subsidiaries and directly owned subsidiaries and VIE arrangements through which it operates its business.
These differing kinds of ownerships and arrangements may not provide preferential tax rates as had been applicable in the past. Therefore, our overall tax liabilities could be greater than in the past when the Company had the benefit of reduced corporate tax rates. Under China’s Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China.
Therefore, our overall tax liabilities could be greater than in the past when the Company had the benefit of reduced corporate tax rates. 23 Table of Contents Under China’s Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our ordinary shares.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.
If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Such a loss would impair the value of the Company, impair the value of any interest in our ordinary shares, and would reduce our ability to generate revenues. 29 Table of Contents If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
In addition, we may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. Efforts to protect our intellectual property rights and to defend against claims can increase our costs and may not always succeed. Any failures could adversely affect our sales and results of operations or restrict our ability to conduct our business.
In addition, we may incur substantial expenses in defending against these third party infringement claims, regardless of their merit. 21 Table of Contents Efforts to protect our intellectual property rights and to defend against claims can increase our costs and may not always succeed.
We are incorporated in the British Virgin Islands and our PRC operating subsidiaries are formed under PRC law. Substantially all of our assets are located in the PRC. In addition, many of our directors and executive officers reside within the PRC, and substantially all of the assets of these persons are located within the PRC.
In addition, many of our directors and executive officers reside within the PRC, and substantially all of the assets of these persons are located within the PRC.
The Chinese government is encouraging food independence as a country, and we believe that it will increasingly favor GM food products as these products provide better yield and can accommodate changing climatic changes.
The Chinese government has only recently begun to issue GM crop safety certificates for eventual commercial cultivation of GM seeds. The Chinese government is encouraging food independence as a country, and we believe that it will increasingly favor GM food products as these products provide better yield and can accommodate climatic changes.
Consequently, if we are not able to fund our research and development activities and deliver new products to the markets we serve on a timely basis, our growth and operations will be harmed.
Consequently, if we are not able to fund our research and development activities and deliver new products to the markets we serve on a timely basis, our growth and operations will be harmed. In addition, sales of the Company’s new products could cannibalize sales of some of its current products, offsetting the benefit of even a successful product introduction.
These companies’ extensive GM portfolio of seeds and their success in developing new traits in the seeds could render our existing products less competitive within the China markets, resulting in reduced sales and licensing opportunities compared to our expectations.
These companies’ extensive GM portfolio of seeds and their success in developing new traits in the seeds could render our existing products less competitive within the China markets, resulting in reduced sales and licensing opportunities compared to our expectations. 19 Table of Contents A reversion in the Chinese government’s policy of favoring state owned enterprises, including seed companies, at the expanse of privately owned companies may disadvantage our competitive position in the industry.
GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ 2022 ​ 2023 ​ 2023 ​ RMB’000 RMB’000 RMB’000 US$’000 Revenues 46,425 52,580 93,307 12,996 Cost of revenues (33,611) (36,386) (76,060) (10,594) Gross profit 12,814 16,194 17,247 2,402 Operating expenses ​ ​ Selling and marketing (5,564) (7,335) (8,359) (1,164) General and administrative (73,315) (14,321) (14,228) (1,982) Research and development (1,979) (7,434) (7,447) (1,037) Impairment of assets (69,870) — (2,204) (307) Total operating expenses, net (150,728) (29,090) (32,238) (4,490) Loss from operations (137,914) (12,896) (14,991) (2,088) Interest income, net (8,558) (8,228) (982) (137) Impairment of long-term investment (5,958) (2,906) (1,490) (208) Rental income 10,603 10,603 10,603 1,477 Other non-operating income (expense), net 14,924 15,738 69,691 9,707 Loss before income taxes (126,903) 2,311 62,831 8,751 Income tax (expense) benefits, Current (178) 14 (162) (23) Net loss (127,081) 2,325 62,669 8,728 Less: Net (loss) income attributable to non-controlling interests (35,552) 8,590 7,337 1,022 Net loss attributable to Origin Agritech Limited (91,529) (6,265) 55,332 7,706 Other comprehensive loss ​ ​ Net loss (127,081) 2,325 62,669 8,728 Foreign currency translation difference (816) 447 (214) (30) Comprehensive loss (127,897) 2,772 62,455 8,698 Less: Comprehensive (loss) income attributable to non-controlling interests (35,552) 8,590 7,337 1,022 Comprehensive loss attributable to Origin Agritech Limited (92,345) (5,818) 55,118 7,676 Basic and diluted net income (loss) per share (note 21) ​ ​ ​ Continuing operations ​ (16.29) (1.09) 8.45 1.18 Basic and diluted net loss per share attributable to Origin Agritech Limited (note 21) ​ (16.29) (1.09) 8.43 1.17 Shares used in computing earnings per share: ​ ​ ​ Shares used in calculating basic and diluted net income (loss) per share* ​ 5,617,424 5,773,094 6,546,153 6,546,153 Diluted* ​ 5,617,424 5,773,094 6,562,278 6,562,278 ​ ​ 14 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Sept 30 Sept 30 Sept 30 ​ 2022 2023 2023 ​ ​ RMB’000 ​ RMB’000 ​ US$’000 Consolidated balance sheet data: Cash and cash equivalents 17,669 23,708 3,302 Restricted cash — 561 78 Current working capital (2) (211,325) (171,679) (23,912) Total assets 135,955 238,506 33,220 Total current liabilities 292,865 313,461 43,660 Total liabilities 308,597 319,766 44,538 Non-controlling interests (38,770) (23,862) (3,323) Total Origin Agritech Limited shareholders’ equity (172,642) (81,260) (11,318) (1) Translation of Renminbi amounts into United States dollar amounts has been made for the convenience of the reader for the fiscal year ended September 30, 2023, and has been made at the exchange rate quoted by the State Administration of Foreign Exchange in China on September 30, 2023, of RMB 7.1798 to US$1.00.
GAAP. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ 2023 ​ 2024 ​ 2024 ​ RMB’000 RMB’000 RMB’000 US$’000 Revenues ​ 52,580 ​ 93,307 ​ 113,381 ​ 16,180 Cost of revenues ​ (36,386) ​ (76,060) ​ (97,314) ​ (13,887) Gross profit ​ 16,194 ​ 17,247 ​ 16,067 ​ 2,293 Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ Selling and marketing ​ (7,335) ​ (8,359) ​ (6,286) ​ (897) General and administrative ​ (14,321) ​ (14,228) ​ (35,979) ​ (5,134) Research and development ​ (7,434) ​ (7,447) ​ (10,126) ​ (1,445) Impairment of assets ​ — ​ (2,204) ​ (275) ​ (39) Total operating expenses, net ​ (29,090) ​ (32,238) ​ (52,666) ​ (7,515) Loss from operations ​ (12,896) ​ (14,991) ​ (36,599) ​ (5,222) Interest income, net ​ (8,228) ​ (982) ​ (1,512) ​ (216) Impairment of long-term investment ​ (2,906) ​ (1,490) ​ (200) ​ (29) Rental income ​ 10,603 ​ 10,603 ​ — ​ — Other non-operating income, net ​ 15,738 ​ 69,691 ​ 57,050 ​ 8,141 Income before income taxes ​ 2,311 ​ 62,831 ​ 18,739 ​ 2,674 Income tax (expense) benefits, Current ​ 14 ​ (162) ​ (61) ​ (9) Net income ​ 2,325 ​ 62,669 ​ 18,678 ​ 2,665 Less: Net (loss) income attributable to non-controlling interests ​ 8,590 ​ 7,337 ​ (2,034) ​ (290) Net Income (loss) attributable to Origin Agritech Limited ​ (6,265) ​ 55,332 ​ 20,712 ​ 2,955 Other comprehensive loss ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ 2,325 ​ 62,669 ​ 18,678 ​ 2,665 Foreign currency translation difference ​ 447 ​ (214) ​ 172 ​ 25 Comprehensive income ​ 2,772 ​ 62,455 ​ 18,850 ​ 2,690 Less: Comprehensive (loss) income attributable to non-controlling interests ​ 8,590 ​ 7,337 ​ (2,034) ​ (290) Comprehensive inocme (loss) attributable to Origin Agritech Limited ​ (5,818) ​ 55,118 ​ 20,884 ​ 2,980 Basic and diluted net income (loss) per share (note 19) ​ ​ ​ ​ ​ ​ ​ ​ Continuing operations ​ (1.09) ​ 8.45 ​ 3.21 ​ 0.46 Basic and diluted net income (loss) per share attributable to Origin Agritech Limited (note 19) ​ (1.09) ​ 8.43 ​ 3.20 ​ 0.46 Shares used in computing earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ Shares used in calculating basic and diluted net income (loss) per share* ​ 5,773,094 ​ 6,546,153 ​ 6,459,189 ​ 6,459,189 Diluted* ​ 5,773,094 ​ 6,562,278 ​ 6,465,370 ​ 6,465,370 ​ 14 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ September 30, September 30, September 30, ​ 2023 2024 2024 ​ ​ RMB’000 ​ RMB’000 ​ US$’000 Consolidated balance sheet data: Cash and cash equivalents 23,708 ​ 8,375 ​ 1,195 Current working capital deficit (2) (171,679) ​ (84,535) ​ (12,065) Total assets 238,506 ​ 131,562 ​ 18,775 Total current liabilities 313,461 ​ 184,283 ​ 26,299 Total liabilities 319,766 ​ 190,161 ​ 27,138 Non-controlling interests (23,862) ​ (27,308) ​ (3,897) Total Origin Agritech Limited shareholders’ deficit (57,398) ​ (31,291) ​ (4,466) (1) Translation of Renminbi amounts into United States dollar amounts has been made for the convenience of the reader for the fiscal year ended September 30, 2024, and has been made at the exchange rate quoted by the State Administration of Foreign Exchange in China on September 30, 2024, of RMB 7.0074 to US$1.00.
The availability of foreign exchange assets in the banking system will also affect the ability to repatriate profits as well as provide funding for foreign operations. If there is a return to payment restrictions and reporting, the ability of a PRC company to attract investors will be reduced.
The availability of foreign exchange assets in the banking system will also affect the ability to repatriate profits as well as provide funding for foreign operations.
Intellectual property rights are important to our business, as our seeds depend on long and complicated development processes. In our experience, the seed markets in China have substantial counterfeiting, and we believe many other kinds of agricultural products also are subject to counterfeiting.
In our experience, the seed markets in China have substantial counterfeiting, and we believe many other kinds of agricultural products also are subject to counterfeiting. Overall, we plan to obtain and protect our intellectual property rights and those to which we have intellectual property rights of use and distribution.
However, if the stock consignment agreements are terminated, then we would lose our rights with respect to the consigned stock and the profits from the issuing corporation. Such a loss would impair the value of the Company, impair the value of any interest in our ordinary shares, and would reduce our ability to generate revenues.
However, if the stock consignment agreements are terminated, then we would lose our rights with respect to the consigned stock and the profits from the issuing corporation.
We may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises. In addition to the uncertainty in how the “resident enterprise” classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect.
In addition to the uncertainty in how the “resident enterprise” classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect.
These provisions could have the effect of depriving you of the opportunity to sell your shares at a premium over prevailing market prices by discouraging third parties from seeking to acquire control of us in a tender offer or similar transactions. 27 Table of Contents We qualify as a foreign private issuer and, as a result, are subject to reduced requirements with respect to the reporting of financial statements and other material events to our shareholders and the SEC.
These provisions could have the effect of depriving you of the opportunity to sell your shares at a premium over prevailing market prices by discouraging third parties from seeking to acquire control of us in a tender offer or similar transactions.
Independent registered public accounting firms, such as Borgers, the firm we use, that issue the audit reports included in annual reports filed with the SEC are required by the laws of the United States to undergo regular inspections by the Public Company Accounting Oversight Board (“PCAOB”) to assess compliance with the laws of the United States and professional standards. 28 Table of Contents Article 177 of the PRC Securities Law, which became effective in March 2020, states that no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.
Independent registered public accounting firms, such as Enrome, the firm we use, that issue the audit reports included in our annual reports filed with the SEC, are required by the laws of the United States to undergo regular inspections by the Public Company Accounting Oversight Board (“PCAOB”) to assess compliance with the laws of the United States and professional standards.
We believe we are a leader in biotechnology in China since we have been conducting our proprietary biotechnology research program for many years and have an internal biotech research center.
To the extent we are uncompetitive, our business will be adversely affected and our financial results negatively impacted. The global competition in biotechnology will affect our business. We believe we are a leader in corn seed biotechnology in China since we have been conducting our proprietary biotechnology research program for many years and have an internal biotech research center.
If the PRC tax authorities determine that our British Virgin Islands holding company is a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. We may be subject to enterprise income tax on our worldwide taxable income as well as PRC enterprise income tax reporting obligations.
However, it is unclear how tax authorities will determine tax residency based on the facts of each case. If the PRC tax authorities determine that our British Virgin Islands holding company is a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow.
Also, our investors may not be able to obtain the benefits of the profits of the business generated in the PRC for other reasons. Relevant PRC laws and regulations permit payment of dividends only from accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
Relevant PRC laws and regulations permit payment of dividends only from accumulated profits, if any, determined in accordance with PRC accounting standards and regulations.
If the fines are substantial or if our ability to sell or operate is withdrawn, this will result in additional costs or the loss of revenues and could prevent us from continuing as an operating business. 23 Table of Contents The technical services agreements between Origin Biotechnology and the other operating subsidiaries, including the VIE arrangement, may be subject to scrutiny by the PRC tax authorities for transfer pricing adjustments.
If the fines are substantial or if our ability to sell or operate is withdrawn, this will result in additional costs or the loss of revenues and could prevent us from continuing as an operating business.
It could have an adverse effect on our operations if our genetically modified products are unable to pass the safety evaluation for genetically modified agricultural organisms. 17 Table of Contents The potential uncertainty in the government regulation in China of genetic technology and genetically modified, or GM, agricultural products and the acceptance of these products by the public could have an adverse effect on our business.
The potential uncertainty in the government regulation in China of genetic technology and genetically modified, or GM, agricultural products and the acceptance of these products by the public could have an adverse effect on our business. Genetically modified seed products are controversial; thus genetic modification has not yet been accepted in many countries throughout the world.
The actual and accounting costs for discontinued operations may have an adverse effect on the financial position of the company in the period of discontinuance, which may result in an adverse market reaction and decline in our stock price. 21 Table of Contents We or our licensors may be subject to intellectual property infringement claims, which may force us to incur substantial legal expenses and, if determined adversely against us or our licensors, may materially disrupt our business.
The actual and accounting costs for discontinued operations may have an adverse effect on the financial position of the company in the period of discontinuance, which may result in an adverse market reaction and decline in our stock price.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

66 edited+14 added−16 removed83 unchanged
Recently, we have restructured our business and formed seed distribution businesses under Beijing Biotechnology, which is the Company’s wholly owned entity in China. Tax Origin and State Harvest (BVI) are both tax-exempted companies organized in the British Virgin Islands. Our PRC Operating Companies are organized in the PRC and governed by PRC laws.
Recently, we have restructured our business and formed seed distribution businesses under Origin Biotechnology, which is the Company’s wholly owned entity in China. Tax Origin and State Harvest (BVI) are both tax-exempted companies organized in the British Virgin Islands. Our PRC Operating Companies are organized in the PRC and governed by PRC laws.
Our other operating companies are subject to the New EIT at a uniform rate of 25%. The preferential treatment of high and new technology enterprise or HNTE, is subject to a reapplication every three-year period.
Our other operating companies are also subject to the New EIT at a uniform rate of 25%. The preferential treatment of high and new technology enterprise or HNTE, is subject to a reapplication every three-year period.
At the same time, DBN9953 and three others events developed in cooperation with Dabeinong Biotechnology Co., Ltd. continue to integrate the traits of insect resistance and herbicide tolerance of the three events into corn inbred lines of Origin by using backcross breeding technology and molecular marker technology.
At the same time, DBN9953 and three other events developed in cooperation with Dabeinong Biotechnology Co., Ltd. continue to integrate the traits of insect resistance and herbicide tolerance of the three events into corn inbred lines of Origin by using backcross breeding technology and molecular marker technology.
Under this system, Origin can introduce to the market our new hybrid varieties with the field tests conducted by us at our own test sites following a protocol developed by the government. This is an important step to accelerate new product introduction to the market.
Under this system, Origin could introduce to the market our new hybrid varieties with the field tests conducted by us at our own test sites following a protocol developed by the government. This is an important step to accelerate new product introduction to the market.
Additionally, the shares of the PRC operating companies are pledged. 47 Table of Contents Each title holder of these shares has agreed not to interfere with the consignee’s exercise of its rights and to cooperate fully and promptly to permit them to exercise its authority over the consigned shares.
Additionally, the shares of the PRC operating companies are pledged. 45 Table of Contents Each title holder of these shares has agreed not to interfere with the consignee’s exercise of its rights and to cooperate fully and promptly to permit them to exercise its authority over the consigned shares.
The most significant development in the hybrid corn seed approval process in China is the introduction of the Corn Seed Green Pass Test System. Origin is now one of a few major seed companies in China able to use the national level Corn Seed Green Pass Test System.
The most significant development in the hybrid corn seed approval process in China is the introduction of the Corn Seed Green Pass Test System. Origin was one of a few major seed companies in China able to use the national level Corn Seed Green Pass Test System.
The remaining equity interests in those joint ventures are held by local distributors. Origin owns these joint ventures through Origin Biotechnology. 37 Table of Contents In 2019, the Company entered into a Cooperation Framework Agreement with Beijing Changping Technology Innodevelop Group (BC-TID), an entity owned by the government of Changping District of Beijing City.
The remaining equity interests in those joint ventures are held by local distributors. Origin owns these joint ventures through Origin Biotechnology. In 2019, the Company entered into a Cooperation Framework Agreement with Beijing Changping Technology Innodevelop Group (BC-TID), an entity owned by the government of Changping District of Beijing City.
Initial emphasis is expected to be for soybeans and corn used as raw materials for biomass. In addition to the Seed Law, China regulates the seed and plants through a series of other laws, including the Plant Quarantine Law, Administrative License Law, Administrative Penalties Law, Plant Varieties Law (PVP) and Genetically Modified Organisms Safety Law.
Initial emphasis is expected to be for soybeans and corn used as raw materials for biomass. China also regulates the seed and plants through a series of other laws, including the Plant Quarantine Law, Administrative License Law, Administrative Penalties Law, Plant Varieties Law (PVP) and Genetically Modified Organisms Safety Law.
The grant award of Origin’s two GMO traits not only validates the success of our past research efforts but also shows the government’s strong support of GMO research and product development in China. Recently, the Ministry of Agriculture has taken a number of steps to encourage the GMO industry.
The grant award of Origin’s two GMO traits not only validates the success of our past research efforts but also shows the government’s strong support of GMO research and product development in China. 37 Table of Contents Recently, the Ministry of Agriculture has taken a number of steps to encourage the GMO industry.
In addition, we currently have thirty-one Chinese trademarks registered with the Trademark Office of China’s State Administration for Industry and Commerce (“SAIC”). Licensed Seed Products We signed research agreements with domestic seed companies to incorporate certain traits into their leading seed varieties in a similar relationship as we have developed with the multinational seed companies.
In addition, we currently have twenty-three Chinese trademarks registered with the Trademark Office of China’s State Administration for Industry and Commerce (“SAIC”). Licensed Seed Products We signed research agreements with domestic seed companies to incorporate certain traits into their leading seed varieties in a similar relationship as we have developed with the multinational seed companies.
Producers for seeds other than the abovementioned five major ones will only need to register their products with the regulators under the Revised Law. Seed approval can be applied at the provincial level and/or the national level.
Producers for seeds other than the above mentioned five major ones will only need to register their products with the regulators under the Revised Law. Seed approval can be applied at the provincial level and/or the national level.
Furthermore, FIEs need to obtain government approvals to engage in the breeding of GM research and testing pursuant to the Agricultural Genetically Modified Organisms Safety Regulation. Based on the foregoing, we conducted our seed development activities under Beijing Origin, a VIE, which is considered a domestic company and not a FIE.
Furthermore, FIEs need to obtain government approvals to engage in the breeding of GM research and testing pursuant to the Agricultural Genetically Modified Organisms Safety Regulation. Based on the foregoing, we conducted our seed development activities under Hainan Aoyu, a VIE, which is considered a domestic company and not a FIE.
The following diagram illustrates our current organizational structure as of September 30, 2023. 46 Table of Contents The table below lists each of our group companies, their place of incorporation and their percentage of ownership interest as of September 30, 2023: ​ ​ ​ ​ ​ ​ ​ Place of incorporation Percentage Name (or establishment)/operation of ownership ​ ​ ​ ​ ​ State Harvest BVI British Virgin Islands 100% equity owned by Origin ​ ​ ​ ​ ​ OAL SMY Limited New Jersey, United States 100% equity owned by Origin ​ ​ ​ ​ ​ Origin Biotechnology Haidian District, Beijing, PRC 100% equity owned by State Harvest BVI ​ ​ ​ ​ ​ Hainan Aoyu Sanya, Hainan Province, PRC 100% VIE owned and controlled by State Harvest BVI ​ ​ ​ ​ ​ Xinjiang Originbo Jinbo City, Xinjiang Province, PRC 70.52% equity owned by Hainan Aoyu ​ ​ ​ ​ ​ Henan Aoyu Zhengzhou City, Henan Province, PRC 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Anhui Aoyu Hefei, Anhui Province, PRC 50% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Hubei Aoyu Wuhan, Hubei Province, PRC 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Xuzhou Aoyu Xuzhou, Jiangsu Province, PRC 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Shandong Aoruixinong Qingdao, Shandong Province, PRC 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Beijing Origin ​ Beijing, PRC ​ 48.27% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Baodao Origin ​ Zhengzhou, Henan Province, PRC ​ 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Shihezi Baodao ​ Shihezi, Xinjiang Province, PRC ​ 100% equity owned by Baodao Origin ​ Stock Consignment Agreements Under Chinese law, foreign ownership of businesses engaged in the breeding of new varieties, development, production, marketing, distribution and sale of hybrid food crop seeds is limited to 49% pursuant to the Regulation on the Approval and Registration of Foreign Investment Enterprises in Agricultural Seed Industry and The Foreign Investment Industrial Guidance Catalogue.
Origin Agritech Limited Structure Chart ​ 44 Table of Contents The table below lists each of our group companies, their place of incorporation and their percentage of ownership interest as of September 30, 2024: ​ ​ ​ ​ ​ ​ ​ Place of incorporation Percentage Name (or establishment)/operation of ownership ​ ​ ​ ​ ​ State Harvest BVI ​ British Virgin Islands ​ 100% equity owned by Origin ​ ​ ​ ​ ​ OAL SMY Limited ​ New Jersey, United States ​ 100% equity owned by Origin ​ ​ ​ ​ ​ Origin Biotechnology ​ Haidian District, Beijing, PRC ​ 100% equity owned by State Harvest BVI ​ ​ ​ ​ ​ Hainan Aoyu ​ Sanya, Hainan Province, PRC ​ 100% VIE owned and controlled by State Harvest BVI ​ ​ ​ ​ ​ Xinjiang Originbo ​ Jinbo City, Xinjiang Province, PRC ​ 70.52% equity owned by Hainan Aoyu ​ ​ ​ ​ ​ Origin Agriculture ​ Tongzhou District, Beijing, PRC ​ 100% equity owned by Hainan Aoyu ​ ​ ​ ​ ​ Henan Aoyu ​ Zhengzhou City, Henan Province, PRC ​ 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Anhui Aoyu ​ Hefei, Anhui Province, PRC ​ 50% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Hubei Aoyu ​ Wuhan, Hubei Province, PRC ​ 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Xuzhou Aoyu ​ Xuzhou, Jiangsu Province, PRC ​ 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Shandong Aoruixinong ​ Qingdao, Shandong Province, PRC ​ 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Beijing Origin ​ Beijing, PRC ​ 48.27% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Baodao Origin ​ Zhengzhou, Henan Province, PRC ​ 51% equity owned by Origin Biotechnology ​ ​ ​ ​ ​ Shihezi Baodao ​ Shihezi, Xinjiang Province, PRC ​ 100% equity owned by Baodao Origin ​ ​ ​ ​ ​ Beijing Aoyu ​ Beijing, PRC ​ 100% owned by OAL SMY Limited ​ Stock Consignment Agreements Under Chinese law, foreign ownership of businesses engaged in the breeding of new varieties, development, production, marketing, distribution and sale of hybrid food crop seeds is limited to 49% pursuant to the Regulation on the Approval and Registration of Foreign Investment Enterprises in Agricultural Seed Industry and The Foreign Investment Industrial Guidance Catalogue.
In May 2023, it participated in the production experiment of the approved new insect - resistant and herbicide - tolerant transgenic corn varieties organized by the Ministry of Agriculture and Rural Affairs. It is expected to obtain the approval certificates of new transgenic corn varieties in 2024, and introduce these products into market in 2024 or 2025.
In May 2023, it participated in the production experiment of the approved new insect - resistant and herbicide - tolerant transgenic corn varieties organized by the Ministry of Agriculture and Rural Affairs. It is expected the Company will obtain the approval certificates of new transgenic corn varieties in 2025, and introduce these products into market in 2025.
The BVI holding company, through State Harvest, has the 100% equity interest of Origin Biotechnology. The purpose of this arrangement is to permit better management and licensing of the intellectual property. Under the technical service agreements, Origin Biotechnology provides technical research and production and distribution services to the other of the Company’s operating companies.
The BVI holding company, through State Harvest, has the 100% equity interest of Origin Biotechnology. The purpose of this technical service arrangements is to permit better management and licensing of the intellectual property. Under the technical service agreements, Origin Biotechnology andHainan Aoyu provide technical research and production and distribution services to the other of the Company’s operating companies.
The agreements are subject to force majeure limitations. The term of the agreements is initially three years, but they are automatically renewed indefinitely until both the consignee and the consignor agree to terminate.
The term of the agreements is initially three years, but they are automatically renewed indefinitely until both the consignee and the consignor agree to terminate.
We conduct our operations in China primarily through our PRC Operating Companies, of which Hainan Aoyu (and its subsidiary, Xinjiang Origin) is a VIE arrangement, and the other companies are either full equity or part equity owned by State Harvest, which is full equity owned by the holding company.
We conduct our operations in China primarily through our PRC Operating Companies, of which Hainan Aoyu (and its subsidiaries, Xinjiang Origin and Origin Agriculture) and Baodao Origin (and its subsidiary Shihezi Baodao) are VIE arrangements, and the other companies are either full equity or part equity owned by State Harvest, which is full equity owned by the holding company.
These are a "safety certificate" and a "variety approval" before crops can be commercially cultivated. Of particular importance is the "variety approval." The Company believes that since variety approval hurdle has been cleared, commercialization of genetically modified crops in China is a real possibility.
These are a “safety certificate” and a “variety approval” before crops can be commercially cultivated. Of particular importance is the “variety approval.” The Company believes that since variety approval hurdle has been cleared, commercialization of genetically modified crops in China is a real possibility.
After the completion of productive testing, the GMO research entity may make an application to the MARA for a safety certificate of the tested GMO. Our products are generally classified as Class I. As of September 30, 2023, the Company has received safety certificate for its phytase corn products.
After the completion of productive testing, the GMO research entity may make an application to the MARA for a safety certificate of the tested GMO. Our products are generally classified as Class I. As of September 30, 2024, the Company has received safety certificates for its phytase corn products and for its insect-resistant and herbicide-tolerant corn products.
The stock consignment agreements also provide that if and when the restriction on foreign ownership of food production companies to 49% is removed or the allowed ownership percentage is increased, the consigned shares will then be transferred to the consignee. If not, the consignment agreements continue in full force and govern the consignee’s rights over the shares.
The stock consignment agreements also provide that if and when the restriction on foreign ownership is removed or the allowed ownership percentage is increased, the consigned shares will then be transferred to the consignee. If not, the consignment agreements continue in full force and govern the consignee’s rights over the shares. The agreements are subject to force majeure limitations.
The fees payable under the agreements are variable, depending on differing formulae for different categories of seeds, and are to be charged on the sales of certain seed products in each fiscal year. These agreements are considered intra-company transactions. D. Property, plant and equipment. Our principal executive offices are located in the Changping District in Beijing, PRC.
The fees payable under the agreements are variable, depending on differing formulae for different categories of seeds, and are to be charged on the sales of certain seed products in each fiscal year. These agreements are considered intra-company transactions. D. Property, plant and equipment.
We believe we have established a substantial seed product and germplasm pipeline. Through the subsidiary Xinjiang Origin, the Company maintains its “Green Pass” status, providing the Company with the competitive advantage of introducing new hybrid varieties to the Chinese market under an expedited government approval process. We seek to utilize China’s emerging technology base for our future development.
Through the subsidiary Xinjiang Origin, the Company maintains its “Green Pass” status, providing the Company with the competitive advantage of introducing new hybrid varieties to the Chinese market under an expedited government approval process. We seek to utilize China’s emerging technology base for our future development.
Under the Revised Law, seeds that have been approved in one province can be distributed in other provinces that share a similar ecological region, as long as the approved seeds register with the relevant agricultural department in those provinces. An approval at the national level means the approved seed can be distributed nationwide.
Under the Revised Law, seeds that have been approved in one province can be distributed in other provinces that share a similar ecological region, as long as the approved seeds register with the relevant agricultural department in those provinces.
Should GM seed products become more widely approved by the government and begin to gain broader acceptance in the market, as we expect they will in the future, the large biotech companies will become more serious competitors.
The limited GM technology approval therefore currently limits their competitive advantage. Should GM seed products become more widely approved by the government and begin to gain broader acceptance in the market, as we expect they will in the future, the large biotech companies will become more serious competitors.
The Revised Law has reduced the seed types that need pre-sale approval from 28 to 5 major seeds that now are rice, corn, wheat, soybean and cotton seeds. The reduction is intended to incentivize seed research innovation and guarantee China’s food security.
Prior to 2016, 28 types of seeds were subject to approval requirements before being sold in China. The Revised Law has reduced the seed types that need pre-sale approval from 28 to 5 major seeds that now are rice, corn, wheat, soybean and cotton seeds. The reduction is intended to incentivize seed research innovation and guarantee China’s food security.
We are in the process of applying for GMO Biosafety certificate and actively discussing with related authorities to meet the requirements for the biosafety certificate. Foreign Ownership Restrictions of Chinese Seed Companies Currently, China restricts foreign ownership of businesses in the seed industry.
We are in the process of applying for GMO Biosafety certificates and actively discussing with related authorities to meet the requirements for the biosafety certificates. 42 Table of Contents Foreign Ownership Restrictions of Chinese Seed Companies Currently, China restricts foreign ownership of businesses in the seed industry, including those engaged in GMO seed research and development.
However, there is little public information in this regard and, as a result, other companies’ internal research pipelines remain largely unknown. Much of the genetically-modified product research remains at the academic level.
We believe we possess a competitive technology base, including the capability to develop genetically modified seeds. However, there is little public information in this regard and, as a result, other companies’ internal research pipelines remain largely unknown. Much of the genetically-modified product research remains at the academic level.
Also in 2022 we founded a US subsidiary OAL SMY Limited in New Jersey, which has conducted limited operations. In 2023, we entered into regional joint venture for corn supply chain and Nutrition Enhanced Corn (NEC) grow - by - contract business. The joint venture is Baodao Origin in Henan province.
Also in 2022 we founded a US subsidiary OAL SMY Limited in New Jersey, which has conducted limited operations and has a wholly owned subsidiary, Beijing Aoyu Science Development Limited, formed in Beijing, China, in 2022. In 2023, we entered into regional joint venture for corn supply chain and Nutrition Enhanced Corn (NEC) grow - by - contract business.
The amount of punitive damages for intentional infringement of the rights to a new plant variety has been increased.
The seed law has increased efforts to crack down on infringement of the rights to new plant varieties. The amount of punitive damages for intentional infringement of the rights to a new plant variety has been increased.
We terminated the second phase of the Master Transaction Agreement and retained our commercial seed business under Beijing Origin along with the headquarters building in Beijing. During 2018 and 2019, we entered into regional joint ventures for the seed distribution. This is also part of our long-term strategy to operate these distribution businesses under an e-commerce platform.
We terminated the second phase of the Master Transaction Agreement and retained our commercial seed business under Beijing Origin along with the headquarters building in Beijing. During 2018 and 2019, we entered into regional joint ventures for the seed distribution.
The following is a table of the parties to the consignment agreements of the Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ % of Shares PRC Operating Company ​ Consigning Owner ​ Consigned Hainan Aoyu Gengchen Han 99 % ​ ​ Dezhi Deng ​ 1 % ​ ​ ​ 100 % ​ 48 Table of Contents Technical Service Agreements All of the intellectual property rights of the Company are held by Origin Biotechnology, some of which are pursuant to technical service agreements dated December 25, 2004, and similar arrangements.
The following is a table of the parties to the consignment agreements of the Company: ​ ​ ​ ​ ​ ​ ​ ​ ​ % of Shares PRC Operating Company ​ Consigning Owner ​ Consigned Hainan Aoyu Weibin Yan ​ 50.67 % ​ ​ Gengchen Han ​ 33.00 % ​ Yubiao Liu ​ 16.00 % ​ Dezhi Deng ​ 0.33 % ​ ​ ​ ​ ​ Total ​ ​ 100 % ​ 46 Table of Contents ​ ​ ​ ​ ​ ​ PRC Operating Company Consigning Owner Consigned Baodao Origin Gengchen Han 51.00 % ​ ​ ​ ​ ​ ​ Total ​ ​ 51.00 % ​ Technical Service Agreements All of the intellectual property rights of the Company are held by Origin Biotechnology and Hainan Aoyu, some of which are pursuant to technical service agreements and similar arrangements.
GM corn, soybeans and cotton, among other crops, have been widely used in the United States and many other countries to guard against insect damage and to increase yield. Since receiving the Chinese government approval in 1997, cotton that has been genetically modified to guard against damage from borer insects, is now widely planted and accepted in China.
Since receiving the Chinese government approval in 1997, cotton that has been genetically modified to guard against damage from borer insects, is now widely planted and accepted in China. MARA has approved other crops, including GM traits in corn, rice and soybeans in biosafety evaluations.
The process is generally planned in two steps: first to introgress the traits into partners parental lines and conduct field tests to confirm efficacy; once the results are confirmed and meet the expectations, then we enter into the second step which involves negotiation of a commercial agreement to define rights and benefit sharing. 40 Table of Contents With regards to the licensed GM varieties, we have entered into a strategic cooperation agreement with the China Academy of Agriculture Science, or CAAS, to work on biotechnology research and development.
The process is generally planned in two steps: first to introgress the traits into partners parental lines and conduct field tests to confirm efficacy; once the results are confirmed and meet the expectations, then we enter into the second step which involves negotiation of a commercial agreement to define rights and benefit sharing.
We believe that GM food crop seeds in time will be approved by MARA for production and sale and will be accepted in the Chinese market over time. 39 Table of Contents It is a fundamental fact that to get the highest yield of production with the least input on the land from fertilizers and pesticides, the seed industry will need to breed super varieties that are pest and disease resistant as well as drought and salt tolerant.
It is a fundamental fact that to get the highest yield of production with the least input on the land from fertilizers and pesticides, the seed industry will need to breed super varieties that are pest and disease resistant as well as drought and salt tolerant.
In 2022, we registered Hainan Aoyu in Hainan province which is located in the tropical region of China. Having a subsidiary and operations in Hainan will allow us to conduct research during the winter period. Origin State Harvest holds the 100% ownership of Hainan Aoyu through a VIE arrangement.
Having a subsidiary and operations in Hainan allows us to conduct research during the winter period. State Harvest holds 100% ownership of Hainan Aoyu through a VIE arrangement.
However, any enterprises established before the promulgation of the New EIT law in 2008 that were entitled to preferential tax treatments for a fixed period continued to be entitled to such preferential tax treatment until the expiration of those periods. 44 Table of Contents The applicable tax rate under the new EIT law to Beijing Origin is 15% since January 1, 2008, because Beijing Origin has been approved as new technology enterprises and enjoys the reduced New EIT rate of 15%.
However, any enterprises established before the promulgation of the New EIT law in 2008 that were entitled to preferential tax treatments for a fixed period continued to be entitled to such preferential tax treatment until the expiration of those periods. The applicable tax rate under the new EIT law to Hainan Aoyu is 25%.
Under this agreement, BC-TID and the Company formed a new entity, of which 51% and 49% of equity interests would be owned by BC-TID and the Company, respectively. Beijing Origin contributed the headquarters building in Beijing and certain of its seed technology assets related to genetically modified seeds to the new entity.
Under this agreement, BC-TID and the Company formed a new entity, of which 51% and 49% of equity interests would be owned by BC-TID and the Company, respectively. Beijing Origin contributed the headquarters building in Beijing to the new entity. BC-TID invested a total of RMB137.7 million ($20.2 million) as part of the agreement.
The testing of agricultural GMO will normally go through three stages; restricted field testing, enlarged field testing and productive testing.
The principal difference among the classes is the reporting obligation to the relevant agricultural administration. The testing of agricultural GMO will normally go through three stages; restricted field testing, enlarged field testing and productive testing.
The GMO Regulations classified agricultural genetically modified organisms, or GMO, into Classes I, II, III and IV according to the extent of their risks to human beings, animals, plants, microorganisms and the ecological environment. The principal difference among the classes is the reporting obligation to the relevant agricultural administration.
The GMO Regulations govern the research, experiment, production, processing, marketing, import and export of agricultural genetically modified organisms (“GMO”) in China. The GMO Regulations classified agricultural genetically modified organisms, or GMO, into Classes I, II, III and IV according to the extent of their risks to human beings, animals, plants, microorganisms and the ecological environment.
We also face competition from the large multinational companies, including Pioneer (DuPont), Monsanto and Syngenta. These companies present a formidable competitive threat because of their financial resources, the high quality of their seed products, and biotechnological capabilities. These companies will present significant competition in the international market context and increasingly will present a competitive position within the China market.
The Company also sees this as a validation of the germplasm (seed bank) owned by the Company and its research capabilities. We also face competition from the large multinational companies, including Pioneer (DuPont), Monsanto and Syngenta. These companies present a formidable competitive threat because of their financial resources, the high quality of their seed products, and biotechnological capabilities.
Origin indirectly holds 51% of the joint venture and the remaining equity interest is held by a feed process enterprise. Our principal executive offices are located at No. 21 Sheng Ming Yuan Road, Changping District, Beijing 102206, China, and our telephone number is (86-10) 5890-7588. B. Business Overview.
The joint venture is Baodao Origin in Henan province. Origin indirectly holds 51% of the joint venture and the remaining equity interest is held by a feed process enterprise. Our principal executive offices are located at Origin R&D Center, Shuangbutou Village, Xushuang Road, Songzhuang Town, Tongzhou District. Beijing China 101119, and our telephone number is (86-10) 8958-6206. B. Business Overview.
Also, for the most part they do not have research and development programs for new seeds, effective marketing, advertising, technical support or customer service operations. 41 Table of Contents Two local companies, Beijing DaBeiNong Biotechnology Co. Ltd. and Yuan LongPing High-Tech agriculture Co., Ltd. have received biosafety certificates for their corn traits, which may become competitors in the future.
Also, for the most part they do not have research and development programs for new seeds, effective marketing, advertising, technical support or customer service operations. There are a handful of companies that have received biosafety certificates for their corn traits in the past 2 years, such as Beijing DaBeiNong Biotechnology Co.
The seed law, however, stipulates that if the owner of new variety rights has had a reasonable opportunity to exercise rights over the seed, it may no longer exercise rights over the harvested crops. The seed law has increased efforts to crack down on infringement of the rights to new plant varieties.
In this way, protection of the rights to new varieties can be implemented at every stage of the supply chain. The seed law, however, stipulates that if the owner of new variety rights has had a reasonable opportunity to exercise rights over the seed, it may no longer exercise rights over the harvested crops.
Because of our extensive network of seed-producing farmers, we have consistently been able to bring new products to the market within a short period of time.
Because of our extensive network of seed-producing farmers, we have consistently been able to bring new products to the market within a short period of time. Other seed companies often take an additional season or more to bring an approved product to the market, which can be a significant disadvantage for other companies.
MARA has approved other crops, including GM traits in corn, rice and soybeans in biosafety evaluations. We believe that the Chinese government also is encouraging of GM crops, generally, although it is moving cautiously. China permits the importation of certain corn and soy products that are GM varieties.
We believe that the Chinese government also is encouraging of GM crops, generally, although it is moving cautiously. China permits the importation of certain corn and soy products that are GM varieties. Notwithstanding, the government approvals, GM food products continue to face a low level of public acceptance.
The extent of future acceptance of GM products is not yet determinable, although there are positive regulatory signs. To date, five corn traits have been approved, including phytase corn, and Bt Rice, but they have yet to obtain approval for commercial seed sales in China. The limited GM technology approval therefore currently limits their competitive advantage.
The multinational seed companies rely heavily on GM seed products in the non-PRC markets. GM seed products have only begun to be accepted in China. The extent of future acceptance of GM products is not yet determinable, although there are positive regulatory signs. To date, five corn traits have been approved, including phytase corn, and Bt Rice.
In December, 2019, the Chinese Ministry of Agriculture and Rural Affairs, MARA, announced a list of GMO traits, including two corn traits, that were awarded biosafety certificates. This signifies the potential commercialization of GMO corn technologies in China. Our double stacked Bt and GT genes are currently in the process to be reviewed by the MARA for biosafety certificates.
We believe that these cooperative agreements allow us to access new products without expending substantial costs for our own research and development. In December, 2019, the Chinese Ministry of Agriculture and Rural Affairs, MARA, announced a list of GMO traits, including two corn traits, that were awarded biosafety certificates. This signifies the potential commercialization of GMO corn technologies in China.
We also face competition from the counterfeiting of corn seeds, which has become an increasing problem in China, notwithstanding the efforts of the government to step up intellectual property protection. We believe we possess a competitive technology base, including the capability to develop genetically modified seeds.
Currently, we believe that we can compete effectively with each of these competitors and that we can continue to do so in the future. We also face competition from the counterfeiting of corn seeds, which has become an increasing problem in China, notwithstanding the efforts of the government to step up intellectual property protection.
This was the world’s first genetically modified phytase corn and also the first genetically modified corn seed product in China. The certificate was renewed by MARA in January 2015. We also are pursuing the approval of other GM seed products in China, including glyphosate tolerant corn and insect resistant corn.
This was the world’s first genetically modified phytase corn and also the first genetically modified corn seed product in China. The certificate was renewed by MARA in January 2015. We believe we have established a substantial seed product and germplasm pipeline.
The approval process requires the applicant to submit the application to the provincial variety authorization committee and/or the national variety authorization committee.
An approval at the national level means the approved seed can be distributed nationwide. 41 Table of Contents The approval process requires the applicant to submit the application to the provincial variety authorization committee and/or the national variety authorization committee.
We believe that the government is increasingly concerned about this as part of its drive to protect the country food supply and is taking a more robust approach to protecting the intellectual property rights of seed producers.
We believe that the government is increasingly concerned about this as part of its drive to protect the country food supply and is taking a more robust approach to protecting the intellectual property rights of seed producers. 38 Table of Contents We currently have eleven Chinese patents registered with the State Intellectual Property Office (“SIPO”), We also have some patents registered with similar government offices in various countries, also related to our seed products, including one in each in the United States, Brazil and Argentina.
These companies are investing in research within China and development of seeds that can be planted in China using GM traits and are engaged in many joint venture projects. The multinational seed companies rely heavily on GM seed products in the non-PRC markets. GM seed products have only begun to be accepted in China.
These companies will present significant competition in the international market context and increasingly will present a competitive position within the China market. These companies are investing in research within China and development of seeds that can be planted in China using GM traits and are engaged in many joint venture projects.
Protected activities have been expanded from "production, propagation, and sales" to "production, propagation, processes supporting propagation, sales offers, marketing, import, export, or storage in support of the above," etc. In this way, protection of the rights to new varieties can be implemented at every stage of the supply chain.
The seed law extends the scope of protecting the rights to a new variety from propagation to harvest from the unauthorized use of the protected seed. Protected activities have been expanded from “production, propagation, and sales” to “production, propagation, processes supporting propagation, sales offers, marketing, import, export, or storage in support of the above,” etc.
The latest revision to the Seed Law amendment became effective on March 1, 2022 (the “Revised Law”). The Seed Law sets forth provisions concerning the development, approval, production and distribution of crop seeds and the protection of legal rights and interests of owners of new plant varieties.
The Seed Law sets forth provisions concerning the development, approval, production and distribution of crop seeds and the protection of legal rights and interests of owners of new plant varieties. 40 Table of Contents Of particular importance is the expansion of the scope of protection for new plant variety rights and the enhancing of protection mechanisms.
With the closing of this deal in August 2023, BC - TID and Beijing Origin State Harvest Biotechnology Limited (Origin Biotechnology) own 51% and 47% of Beijing Origin, respectively. Beijing Origin also has transferred all of its ownership of Xinjiang Originbo to Hainan Aoyu during fiscal 2023.
The transactionhas been completed by both Origin and BC-TID and has been approved by the required government officials. With the closing of this transaction in August 2023, BC - TID and Beijing Origin State Harvest Biotechnology Limited (Origin Biotechnology) own 51% and 47% of Beijing Origin, respectively.
On July 22, 2022, MARA published a revised “Guideline for Safety Assessment of Genetically Modified (GM) Plants” (the “Guideline”) for public comments. The Guideline aligns MARA’s technical guidance with recently updated “Administrative Measures for the Safety Assessment of Agricultural GMOs,” which came into force originally on June 30, 2023.
The Guideline aligns MARA’s technical guidance with recently updated “Administrative Measures for the Safety Assessment of Agricultural GMOs,” which came into force originally on June 30, 2023. The Guideline applies to bio-safety certificate application for both domestic production (cultivation) and importation as processing materials.
The cash amount was used to repay the bank loan of the Company on the headquarters building and provide working capital. As part of the agreement, the Company transferred its seed business of Beijing Origin to Beijing Origin State Harvest Biotechnology Limited (Origin Biotechnology), which is the Company’s wholly owned entity in China.
As part of the agreement, the Company transferred its seed business of Beijing Origin to Beijing Origin State Harvest Biotechnology Limited (Origin Biotechnology) and Hainan Aoyu Biotechnology Limited(Hainan Aoyu), of which the former is the Company’s wholly owned entity in China and latter is the Company’s VIE in China that is registered in 2022 in Hainan Province. 36 Table of Contents Hainan Aoyu is located in the tropical region of China.
Compared with conventional varieties, the obvious advantages of these new products, known as GM products, are higher yield, better quality and increased insect-resistance and herbicide tolerance. We are also working on drought resistant traits for corn and next generation quadruple stacked traits. Farmers plant GM varieties to save time and cost, while also reducing field labor.
We are also working on drought resistant traits for corn and next generation quadruple stacked traits. Farmers plant GM varieties to save time and cost, while also reducing field labor. GM corn, soybeans and cotton, among other crops, have been widely used in the United States and many other countries to guard against insect damage and to increase yield.
An SP&O License can be obtained at either the provincial level or the national level.
Seed Production and Operation License The Revised Law combines the seed production license and distribution license regimes into one Seed Production and Operation License (“SP&O License”) and greater intellectual property protection. An SP&O License can be obtained at either the provincial level or the national level.
Pursuant to an approval document received from Beijing Haidian District State Tax Bureau, Beijing Origin has been entitled to exemption from VAT since August 1, 2001. 45 Table of Contents C. Organizational structure. Origin Agritech Limited is a holding company, formed in the British Virgin Islands, with no operations of its own. Investors hold ordinary shares in the holding company.
Origin Agritech Limited is a holding company, formed in the British Virgin Islands, with no operations of its own. Investors hold ordinary shares in the holding company.
The Company, however, has entered into an agreement with DaBeiNong to explore the combining of their traits with our germplasm for an enhanced GM corn product. The Company also sees this as a validation of the germplasm (seed bank) of owned by the Company and its research capabilities.
Ltd., Yuan LongPing High-Tech Agriculture Co., Ltd. and Hangzhou Ruifeng Biotechnology Limited, which may become competitors in the future. The Company, however, has entered into an agreement with DaBeiNong to explore the combining of their traits with our germplasm for an enhanced GM corn product.
Other seed companies often take an additional season or more to bring an approved product to the market, which can be a significant disadvantage for other companies. 43 Table of Contents Seed GMO Safety Regulations The Chinese government published Regulations on Administration of Agricultural Genetically Modified Organisms Safety in December 2011 and the regulations were updated in October 2017 (the “GMO Regulations”).
Seed GMO Safety Regulations The Chinese government published Regulations on Administration of Agricultural Genetically Modified Organisms Safety in December 2011 and the regulations were updated in October 2017 (the “GMO Regulations”). On July 22, 2022, MARA published a revised “Guideline for Safety Assessment of Genetically Modified (GM) Plants” (the “Guideline”) for public comments.
Rules are also made by government departments responsible for administering the laws covering administrative arrangements, procedures and standards including labelling of seed containers. 42 Table of Contents Seed Production and Operation License The Revised Law combines the seed production license and distribution license regimes into one Seed Production and Operation License (“SP&O License”) and greater intellectual property protection.
Local provincial laws may also apply but these vary from province to province. Rules are also made by government departments responsible for administering the laws covering administrative arrangements, procedures and standards including labelling of seed containers.
We own or lease manufacturing facilities, laboratories, seed production and other agricultural facilities, office space, warehouses, research stations and breeding centers in other various locations in China. The leased facilities are rented at regular commercial rates, and management believes other facilities are available at competitive rates should it be required to change locations or add facilities.
The leased facilities are rented at regular commercial rates, and management believes other facilities are available at competitive rates should it be required to change locations or add facilities. From the beginning of 2020 to date, our capital expenditures consisted primarily of construction and purchase of plant and equipment, which are located in the PRC.
Many types of seeds must undergo a stringent regulatory review before they may be sold in China. Prior to 2016, 28 types of seeds were subject to approval requirements before being sold in China.
Since Beijing Origin has been partially acquired by BC-TID in 2023, all of its licenses have been or are being transferred to Hainan Aoyu and Origin Agriculture. Many types of seeds must undergo a stringent regulatory review before they may be sold in China.
Competition We face competition at three primary levels in respect of our seed products, including large Chinese companies, small local seed companies, and large multinational hybrid and GM seed producers. Currently, we believe that we can compete effectively with each of these competitors and that we can continue to do so in the future.
This consortium is designed to license Origin’s GMO insect-resistant and herbicide-tolerant (IR/HT) traits to a wider range of industry players and to accelerate the application of Origin’s gene editing technology in breeding programs. 39 Table of Contents Competition We face competition at three primary levels in respect of our seed products, including large Chinese companies, small local seed companies, and large multinational hybrid and GM seed producers.
Removed
As of September 30, 2022, BC-TID has invested a total of RMB137.7 million ($20.2 million) as part of the agreement. The deal documents have been completed by both Origin and BC-TID and have been approved by government officials.
Added
Beijing Origin also transferred all of its ownership of Xinjiang Originbo to Hainan Aoyu during fiscal 2023. The cash amount was used to repay the bank loan of the Company on the headquarters building and provide working capital.
Removed
We believe that these cooperative agreements allow us to access new products without expending substantial costs for our own research and development. 38 Table of Contents In April 2016, we entered into a commercial licensing agreement with DuPont Pioneer, the advanced seed and genetic business of DuPont.
Added
Seed Research and Development Developments in the science of genetics have allowed seed producers to create entirely new products. Compared with conventional varieties, the obvious advantages of these new products, known as GM products, are higher yield, better quality and increased insect-resistance and herbicide tolerance.
Removed
Pursuant to the license, the Company and DuPont would jointly develop new seeds for Chinese farmers. This arrangement is now terminated. In September 2017, Origin entered into a commercial license and collaboration agreement with KWS SAAT SE (“KWS”).
Added
We believe that GM food crop seeds in time will be approved by MARA for production and sale and will be accepted in the Chinese market over time.
Removed
KWS is a global seed company, active in the business of maize, sugar beet and cereal seed production and marketing, as well as research and development in plant breeding.
Added
With regards to the licensed GM varieties, we have entered into a strategic cooperation agreement with the China Academy of Agriculture Science, or CAAS, to work on biotechnology research and development.
Removed
The agreement is the continuation of a collaborative effort dating back to 2011 when the two companies formed an arrangement under which Origin granted rights to certain of its transgenic traits in maize to KWS and performed services on behalf of KWS relating to those traits and accompanying technologies.
Added
In May 2024, our insect-resistant and herbicide-tolerant corn event BBL2-2 received the Bio-Safety Certificate from China’s Ministry of Agriculture and Rural Affairs (“MARA”).
Removed
The 2017 agreement provides for the prolongation and extension of the collaboration between the companies covering the rights of KWS to use the traits for commercial purposes, including marketing seeds with improved performance. This arrangement is now terminated.
Added
In June 2024, Origin cooperated with China Agricultural University and pioneered establishing the world’s first efficient genetic transformation system for maize induction line Hi3 and published in the prestigious scientific journal Nature. This innovative system enables the rapid editing of major maize inbred lines across various genetic backgrounds.
Removed
These indicators are generally seen as the country preparing to allow GM enhanced corn to be commercialized in China. However, the exact timing and nature of the future GM corn regulation is still uncertain. So, there continues to be regulatory uncertainty. Seed Research and Development Developments in the science of genetics have allowed seed producers to create entirely new products.
Added
By breaking the technical barrier of improving maize inbred lines through gene editing, this method allows for precise enhancements to the shape of maize inbred lines within a single year. Compared with traditional backcrossing and breeding techniques, Hi3 can save 3-4 years of time without the influence of linked genes.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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At the same time, DBN9953 and other three events have been developed in cooperation with Dabeinong Biotechnology Co., Ltd. that continue to integrate the traits of insect resistance and herbicide tolerance of the three events into corn inbred lines of Origin by using backcross breeding technology and molecular marker technology.
At the same time, DBN9953 and other three events have been developed in cooperation with Dabeinong Biotechnology Co., Ltd. that continue to integrate the traits of insect resistance and herbicide tolerance of the three events into the corn inbred lines of Origin by using backcross breeding technology and molecular marker technology.
A valuation allowance would be provided for those deferred tax assets if it is more likely than not that the related benefit will not be realized. A full valuation allowance has been established against all net deferred tax assets as of September 30, 2022 and 2023 based on our estimates of recoverability.
A valuation allowance would be provided for those deferred tax assets if it is more likely than not that the related benefit will not be realized. A full valuation allowance has been established against all net deferred tax assets as of September 30, 2022, 2023 and 2024 based on our estimates of recoverability.
If we do not manage our growth effectively, our growth may slow down and we may not be able to achieve or maintain profitability; ● our ability to fit acquisitions and our corporate reorganization into our overall growth strategies to generate sufficient value to justify their cost; ● our ability to develop new products and new commercial avenues; ● our ability to evaluate our business lines and take action to discontinue aspects of our business as well as to take cost savings measures for the future growth of the company; ● our ability to partner or joint venture for the creation of more advanced bio-technology products or develop new enterprises; ● our ability to launch and develop our on-line marketing platform; ● our ability to continue to license or acquire crop seeds from third party developers and our ability to develop proprietary crop seeds; ● future consolidations in the crop seed industry in China that may give rise to new or strengthened competitors; ● the possibility that the crop seed industry in China may favor genetically modified seeds over hybrid seeds, and our ability to develop and market such products; ● the impact of regulation affecting our industry; and We also believe our business benefits importantly from certain government incentives including tax incentives, the expiration of which, or changes to which, could have an adverse effect on our operating results.
If we do not manage our growth effectively, our growth may slow down and we may not be able to achieve or maintain profitability; 52 Table of Contents ● our ability to fit acquisitions and our corporate reorganization into our overall growth strategies to generate sufficient value to justify their cost; ● our ability to develop new products and new commercial avenues; ● our ability to evaluate our business lines and take action to discontinue aspects of our business as well as to take cost savings measures for the future growth of the company; ● our ability to partner or joint venture for the creation of more advanced bio-technology products or develop new enterprises; ● our ability to launch and develop our on-line marketing platform; ● our ability to continue to license or acquire crop seeds from third party developers and our ability to develop proprietary crop seeds; ● future consolidations in the crop seed industry in China that may give rise to new or strengthened competitors; ● the possibility that the crop seed industry in China may favor genetically modified seeds over hybrid seeds, and our ability to develop and market such products; ● the impact of regulation affecting our industry; and We also believe our business benefits importantly from certain government incentives including tax incentives, the expiration of which, or changes to which, could have an adverse effect on our operating results.
Based on our successful development in biotech seed products, we have continued to take steps to secure our biotechnologies intellectual property protections. In 2021, changes to the seed law significantly improved protection for plant varieties and germplasm IP protection.
Based on our successful development in biotech seed products, we have continued to take steps to secure our biotechnologies with intellectual property protections. In 2021, changes to the seed law significantly improved protection for plant varieties and germplasm IP protection.
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events in the period from October 1, 2022, to September 30, 2023, that were reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions, or that had the trends relating to the current-year increases in expenses and reduction in revenues and profits.
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events in the period from October 1, 2022, to September 30, 2024, that were reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions, or that had the trends relating to the current-year increases in expenses and reduction in revenues and profits.
We believe these patents will strengthen our position in the genetically modified seed technologies and will allow us to maintain our leading position in China and enter the global biotech traits market. 50 Table of Contents Since December, 2019, the Chinese Ministry of Agriculture and Rural Affairs, MARA, announced a list of GMO traits, including five corn traits, that were awarded biosafety certificates.In September, 2020, the Standard Testing Method and Procedures of the Company’s two GMO corn seed traits were approved in a newly published National Standards Catalog by MARA.
We believe these patents will strengthen our position in the genetically modified seed technologies and will allow us to maintain our leading position in China and enter the global biotech traits market. 48 Table of Contents Since December, 2019, the Chinese Ministry of Agriculture and Rural Affairs, MARA, announced a list of GMO traits, including five corn traits, that were awarded biosafety certificates.In September, 2020, the Standard Testing Method and Procedures of the Company’s two GMO corn seed traits were approved in a newly published National Standards Catalog by MARA.
The increase is from the conversion of a controlled subsidiary into a long-term investment. As of September 30, 2023, and 2022, we had approximately RMB 23.7 million (US$3.3 million) and RMB17.7 million, respectively, in cash and cash equivalents for continuing operations. Total borrowings as of September 30, 2023 and 2022 were RMB -nil-million (US$19.4 million) and RMB137.7 million, respectively.
The increase is from the conversion of a controlled subsidiary into a long-term investment. As of September 30, 2023, and 2022, we had approximately RMB 23.7 million (US$3.3 million) and RMB17.7 million, respectively, in cash and cash equivalents for continuing operations. Total borrowings as of September 30, 2023 and 2022 were RMB -137.7 million (US$19.4 million) and RMB137.7 million, respectively.
Obtaining the safety certificate on genetically modified organisms 53 Table of Contents Key factors affecting our growth, operating results and financial condition We expect our future growth, operating results and financial condition to be driven and affected by a number of factors and trends including but not limited to: ● our ability to strategically manage our growth and expansion, organically or through mergers and acquisitions.
Obtaining the safety certificate on genetically modified organisms Key factors affecting our growth, operating results and financial condition We expect our future growth, operating results and financial condition to be driven and affected by a number of factors and trends including but not limited to: ● our ability to strategically manage our growth and expansion, organically or through mergers and acquisitions.
We established our southern breeding center in Hainan, China in 2002 and started biotechnology center at the same location in 2010. 58 Table of Contents We have established technological cooperative relationships with five universities and sixteen research institutes in China, including Zhejiang University, China Agricultural University, Chinese Academy of Agricultural Sciences, the National Maize Improvement Center, and Henan Agriculture University.
We established our southern breeding center in Hainan, China in 2002 and started biotechnology center at the same location in 2010. We have established technological cooperative relationships with five universities and sixteen research institutes in China, including Zhejiang University, China Agricultural University, Chinese Academy of Agricultural Sciences, the National Maize Improvement Center, and Henan Agriculture University.
The increase in revenues was mainly due to the re-open of our Xinjiang facility, the good market performance of our new hybrids. Operating expenses Total operating expenses for the fiscal year ended September 30, 2023 were RMB32.2 million (US$4.5 million), compared to the operating expenses of RMB29.1 million in fiscal year 2022.
The increase in revenues was mainly due to the re-open of our Xinjiang facility, the good market performance of our new hybrids. Operating expenses Total operating expenses for the fiscal year ended September 30, 2023 were RMB32.2 million, compared to the operating expenses of RMB29.1 million in fiscal year 2022.
Net cash used in financing activities was RMB22.9 million for the fiscal year ended September 30, 2023, compared with net cash used in financing activities of RMB0.3 million for the fiscal year ended September 30, 2022. The Company raised $2.73 million from the sale of 320,000 ordinary shares during the fiscal year ended September 30, 2023.
Net cash used in financing activities was RMB22.9 million (US$3.2 million) for the fiscal year ended September 30, 2023, compared with net cash used in financing activities of RMB0.3 million for the fiscal year ended September 30, 2022. The Company raised $2.78 million from the sale of 320,000 ordinary shares during the fiscal year ended September 30, 2023.
It is expected to obtain the approval certificates of new transgenic corn varieties in 2024, and introduce them into the market in 2024 or 2025.
It is expected to obtain the approval certificates of new transgenic corn varieties in 2025, and introduce them into the market in 2025.
During fiscal year 2023, net cash provided by operating activities was RMB5.5 million (US$0.76 million), compared with net cash used in operating activities RMB 3.3 million for the fiscal year ended September 30, 2022.
During fiscal year 2023, net cash used in operating activities was RMB5.5 million (US$0.76 million), compared with net cash used in operating activities of RMB 3.3 million for the fiscal year ended September 30, 2022.
For a description of all of our significant accounting policies, see Note 2 to our consolidated financial statements. 54 Table of Contents Revenues The Company derives most of its revenues from hybrid corn seed.
For a description of all of our significant accounting policies, see Note 2 to our consolidated financial statements. Revenues The Company derives most of its revenues from hybrid corn seed.
Impairment Impairment of long-term investment for the fiscal year ended September 30, 2023 was RMB 1.49 million (US$ 0.21 million) Research and development Research and development expenses from continuing operations primarily consist of salary and compensation expenses of personnel engaged in the research and development of our proprietary crop seeds and genetically modified products, travelling expenses, depreciation of plant and equipment, and expenses paid to certain research institutes to carry out research projects on behalf of Origin during the period.
Impairment Impairment of long-term investment for the fiscal year ended September 30, 2024 was RMB 0.2million (US$ 0.03 million) Research and development Research and development expenses from continuing operations primarily consist of salary and compensation expenses of personnel engaged in the research and development of our proprietary crop seeds and genetically modified products, travelling expenses, depreciation of plant and equipment, and expenses paid to certain research institutes to carry out research projects on behalf of Origin during the period.
We have no other contractual obligations as of September 30, 2023 that could potentially affect our liquidity. G. Safe Harbor . Except for historical facts and financial data, the information included in Items 5.A through 5.D and 5.F is deemed to be a “forward looking statement” as that term is defined in the statutory safe harbors.
We have no contractual obligations as of September 30, 2024, that could potentially affect our liquidity. 58 Table of Contents G. Safe Harbor . Except for historical facts and financial data, the information included in Items 5.A through 5.D and 5.F is deemed to be a “forward looking statement” as that term is defined in the statutory safe harbors.
Net income per share was RMB8.45 or US$1.18 for the fiscal year 2023, compared with net loss per share of RMB1.09 in fiscal year 2022. Total assets was RMB 238.5 million for the fiscal year ended September 30, 2023, compared with 136 million for the fiscal year ended September 30, 2022.
Net income per share was RMB8.45 or US$1.18 for the fiscal year 2023, compared with net loss per share of RMB1.09 in fiscal year 2022. 50 Table of Contents Total assets was RMB 238.5 million (US$33.2 million) for the fiscal year ended September 30, 2023, compared with 136 million for the fiscal year ended September 30, 2022.
Under this agreement, BC-TID and the Company acted to have a joint venture entity, which is 51% and 49% owned by BC-TID and the Company, respectively. Based on the agreement, Beijing Origin will contribute the headquarters building in Beijing and certain of its seed technology assets related to genetically modified seeds to the entity.
Under this agreement, BC-TID and the Company created a joint venture entity, which is 51% and 49% owned by BC-TID and the Company, respectively. Based on the agreement, Beijing Origin contributed the headquarters building in Beijing and certain of its seed technology assets related to genetically modified seeds to the entity.
Income taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. 53 Table of Contents Income taxes Income taxes are accounted for using the asset and liability method.
Research and development expenses were RMB7.4 million (US$1 million) in fiscal year 2023, same to fiscal year 2022. Income before income taxes Income Income before income taxes for the fiscal year ended September 30, 2023 was RMB 62.8 million (US$ 8.8 million), compared with net income from continuing operation of RMB2.3 million in fiscal year 2022.
Research and development expenses were RMB7.4 million in fiscal year 2023, same to fiscal year 2022. 55 Table of Contents Income before income taxes Income before income taxes for the fiscal year ended September 30, 2023 was RMB62.8 million, compared with net income from continuing operation of RMB2.3 million in fiscal year 2022.
The corn inbred line with integrated insect-resistant and herbicide-tolerant traits has completed hybrid seed production in Hainan in the winter of 2022. In May 2023, it participated in the production experiment of insect-resistant and genetically modified corn variety approval organized by the Ministry of Agriculture and Rural Affairs.
The corn inbred line with integrated insect-resistant and herbicide-tolerant traits has completed hybrid seed production in Hainan in the winter of 2022. In May 2023, it participated in the production experiment of insect-resistant and genetically modified corn variety approval organized by the Ministry of Agriculture and Rural Affairs. We haven’t obtained an approval certifiate yet and will keep applying.
Results of Operations Fiscal Year ended September 30, 2023, compared to Fiscal Year ended September 30, 2022 Revenues For the fiscal year ended September 30, 2023, revenue was RMB93.3 million (US$13 million), compared to RMB52.6 million for the fiscal year ended September 30, 2022.
Fiscal Year ended September 30, 2023, compared to Fiscal Year ended September 30, 2022 Revenues For the fiscal year ended September 30, 2023, revenue was RMB93.3 million, compared to RMB52.6 million for the fiscal year ended September 30, 2022.
Net cash used in investing activities was RMB11.2 million (US$1.6 million) for the fiscal year ended September 30, 2023, compared with net cash used in investing activities of RMB1.1 million for the fiscal year ended September 30, 2022.
Net cash used in investing activities was RMB5 million (US$0.7 million) for the fiscal year ended September 30, 2024, compared with net cash used in investing activities of RMB11.2 million and RMB1.1 million for the fiscal years ended September 30, 2023 and 2022.
Investing activities: Net cash used in investing activities was RMB11.2 million (US$1.6 million) for the fiscal year ended September 30, 2023, compared with net cash used in investing activities of RMB1.1 for the fiscal year ended September 30, 2022.
Investing activities: Net cash used in investing activities was RMB5 million (US$0.7 million) for the fiscal year ended September 30, 2024, compared with net cash used in investing activities of RMB11.2 and RMB1.1 for the fiscal years ended September 30, 2023 and 2022.
Selling and marketing expenses for fiscal year 2023 were RMB8.4 million (US$1.2 million), fiscal year 2022 were RMB7.3million (US$1 million). General and administrative expenses for the fiscal year ended September 30, 2023 were RMB 14.2 million (US$ 2 million), compared to RMB14.3 million year-over-year.
General and administrative expenses for the fiscal year ended September 30, 2023 were RMB 14.2 million (US$ 2 million), compared to RMB14.3 million year-over-year. Research and development expenses were RMB7.4 million (US$1.04 million) in fiscal year 2023, compared to RMB7.4 million in fiscal year 2022.
Financing activities: Net cash provided by financing activities was RMB22.9 million for the fiscal year ended September 30, 2023, compared with net cash used in financing activities of RMB 0.32 million for the fiscal year ended September 30, 2022.
Financing activities: Net cash provided by financing activities was RMB4.5 million (US$ 0.6 million) for the fiscal year ended September 30, 2024, compared with net cash provided by financing activities of RMB22.9 million for the fiscal year ended September 30, 2023 and net cash used in financing activities of RMB0.32 million for the fiscal year ended September 30, 2022.
Accumulated deficit was RMB656.9 million and RMB545.5 million (US$76 million) as of September 30, 2022 and 2023, respectively. On May 17, 2019, the Company entered into a Cooperation Framework Agreement with Beijing Changping Technology Innodevelop Group (BC-TID), an entity owned by the government of Changping District of Beijing City.
Accumulated deficit were RMB656.9 million, RMB601.6 million and RMB580.5 million (US$82.8 million) as of September 30, 2022, 2023 and 2024, respectively. 57 Table of Contents On May 17, 2019, the Company entered into a Cooperation Framework Agreement with Beijing Changping Technology Innodevelop Group (BC-TID), an entity owned by the government of Changping District of Beijing City.
The increase is from investment income by subsidiary disposal. 51 Table of Contents Net loss attributable to Origin for the fiscal year ended September 30, 2023 was RMB 55.3 million (US$7.7 million), compared to the net loss of RMB6.27 million for the fiscal year ended September 30, 2022.
Net income attributable to Origin for the fiscal year ended September 30, 2023 was RMB 55.3 million (US$7.7 million), compared to the net loss of RMB6.27 million for the fiscal year ended September 30, 2022.
General and administrative expenses for the fiscal year ended September 30, 2023, were RMB14.2 million (US$1.99 million), compared to RMB14.3 million year-over-year.
General and administrative expenses for the fiscal year ended September 30, 2024 were RMB 36.0million (US$ 5.1 million), compared to RMB14.2 million year-over-year.
As a result of these and other restrictions under PRC laws and regulations, our PRC Operating Companies are restricted in their ability to transfer a portion of their net assets to Origin either in the form of dividends, loans or advances. 57 Table of Contents Even though Origin currently does not require any such dividends, loans or advances from the PRC Operating Companies, Origin may in the future require additional cash resources from our PRC Operating Companies due to changes in business conditions, to fund future acquisitions or developments, or merely to declare and pay dividends or distributions to our shareholders, although we currently have no intention to do so.
Even though Origin currently does not require any such dividends, loans or advances from the PRC Operating Companies, Origin may in the future require additional cash resources from our PRC Operating Companies due to changes in business conditions, to fund future acquisitions or developments, or merely to declare and pay dividends or distributions to our shareholders, although we currently have no intention to do so.
It is expected to obtain the new variety approval certificates of genetically modified corn in 2024, and enter market in 2024 or 2025. In terms of corn gene editing, since Origin has set up the corn gene editing experimental platform in 2017, we have been committed to creating nutrition-enhanced corn (NEC) and improving the traits of corn plant height.
In terms of corn gene editing, since Origin has set up the corn gene editing experimental platform in 2017, we have been committed to creating nutrition-enhanced corn (NEC) and improving the traits of corn plant height.
Substantial doubt about the ability to continue as going concern The Company incurred net losses from continuing operations of RMB127.1million, net income of RMB2.3 million and RMB62.7 million(US$8.7 million) in the years ended September 30, 2021, 2022 and 2023, respectively. Our working capital deficit was RMB211.3 million and RMB171.6million (US$23.9 million) as of September 30, 2022 and 2023, respectively.
Substantial doubt about the ability to continue as going concern The Company received net income of RMB2.3 million,RMB62.7 million and RMB19.1 million(US$2.7 million) in the years ended September 30, 2022, 2023 and 2024, respectively. Our working capital deficit was RMB211.3 million, RMB171.7 million and RMB84.2 million (US$12 million) as of September 30, 2022, 2023 and 2024, respectively.
Dossiers summarizing the laboratory and field-test studies internal to Origin and in collaboration with third party research labs were submitted in November 2016 to request Phase 5 Safety Certificate approval. In 2017 we conducted more tests following the feedback from the National Committee of Biosafety. Optimized and complete regulatory dossiers were re-submitted in November 2017 to request Safety Certificate approval.
In 2017 we conducted more tests following the feedback from the National Committee of Biosafety. Optimized and complete regulatory dossiers were re-submitted in November 2017 to request Safety Certificate approval.
Research and development expenses were RMB7.4 million (US$1.04 million) in fiscal year 2023, compared to RMB7.4 million in fiscal year 2022. Net income from continuing operations for the fiscal year ended September 30, 2023 was RMB62.7 million (US$ 8.7 million), compared with net income from continuing operation of RMB2.3 million in fiscal year 2022.
Net income from continuing operations for the fiscal year ended September 30, 2023 was RMB62.7 million (US$ 8.7 million), compared with net income from continuing operation of RMB2.3 million in fiscal year 2022. The increase is from investment income by subsidiary disposal.
Rental income and other non-operating income (expenses), net The company received rental income for its headquarters building of RMB10.6 million (US$1.5million) and incurred other non-operating income of RMB69.7 million (US$9.7 million) during the fiscal year ended September 30, 2023. For the year ended September 30, 2022, the rental income was RMB10.6 million and the other non-operating expenses were RMB15.7 million.
Interest expense Interest expense, net was RMB 0.98 million for the fiscal year 2023 compared to RMB8.2 million a year ago. Rental income and other non-operating income (expenses), net The company received rental income for its headquarters building of RMB10.6 million and incurred other non-operating income of RMB69.7 million during the fiscal year ended September 30, 2023.
The following table shows our cash flows with respect to operating activities, investing activities and financing activities for the 12 months ended September 30, 2021, 2022, and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ Item 2021 2022 2023 2023 (In thousands) RMB RMB RMB US$ Net cash used in operating activities (25,077) 3,291 5,456 759 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by investing activities (1,209) (1,102) (11,224) (1,563) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities 19,838 (332) 22,933 3,193 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (decrease) increase in cash and cash equivalents (6,448) 1,857 6,252 869 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, beginning of year 22,482 15,351 17,669 2,461 ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents (816) 447 (214) (30) ​ Operating activities: Net cash provided by operating activities was RMB 5.5 million (US$0.76 million) during fiscal year 2023, compared with net cash provided by operating activities RMB 3.3 million for the fiscal year ended September 30, 2022.
The company has consummated the sale of 625,000 ordinary shares under this agreement, to date. 56 Table of Contents The following table shows our cash flows with respect to operating activities, investing activities and financing activities for the 12 months ended September 30, 2021, 2022, 2023 and 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ Item 2022 2023 2024 2024 (In thousands) RMB RMB RMB US$ Net cash used in (provided by) operating activities 3,291 ​ 5,456 ​ (15,031) ​ (2,144) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities (1,102) ​ (11,224) ​ (4,972) ​ (710) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) financing activities (332) ​ 22,933 ​ 4,498 ​ 640 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (decrease) increase in cash and cash equivalents 1,857 ​ 6,252 ​ (15,505) ​ (2,214) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, beginning of year 15,351 ​ 17,669 ​ 23,708 ​ 3,383 ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents 447 ​ (214) ​ 172 ​ 25 ​ Operating activities: Net cash used in operating activities was RMB15 million (US$2.1 million) during fiscal year 2024, compared with net cash used in operating activities RMB5.5 million for the fiscal year ended September 30, 2023 and net cash provided by operating activities RMB 3.3 million for the fiscal year ended September 30, 2022.
As of September 30, 2023, and 2022 we had approximately RMB23.7million (US$3.3 million) and RMB17.7 million, respectively, in cash and cash equivalents for continuing operations. Total borrowings as of September 30, 2023 and 2022 were RMB-nil- and RMB137.7 million, respectively.
Liquidity and Capital Resources . As of September 30, 2024, 2023, and 2022 we had approximately RMB8.4 million(US$1.2 million), RMB23.7million and RMB17.7 million, respectively, in cash and cash equivalents for continuing operations.
Our cash and cash equivalents primarily consisted of cash on hand and short-term liquid investments with maturities of three months or less deposited with banks and other financial institutions.
Our cash and cash equivalents primarily consisted of cash on hand and short-term liquid investments with maturities of three months or less deposited with banks and other financial institutions. Total borrowings as of September 30, 2024, 2023 and 2022 were RMB4.95 million, RMB-nil- and RMB137.7 million, respectively.
The increase in revenues was mainly from our Xinjiang facility, the good market performance of our new hybrids and investment income from subsidiary disposal.Total operating expenses from continuing operations for the fiscal year ended September 30, 2023 were RMB32.2 million (US$4.5 million), compared to the operating expenses of RMB29.1 million in fiscal year 2022.
For the fiscal year ended September 30, 2023, revenue was RMB 93.3 million (US$13 million), compared to RMB52.6 million for the fiscal year ended September 30, 2022. The increase in revenues was mainly due to the good market performance of our new hybrids and investment income from subsidiary disposal.
Our most significant progress made in the last several years is in the new biotech pipelines of stacked traits of insect resistance and herbicide tolerance, drought resistance and next generation quadruple stacked traits. The Company continues to test the double stacked products of Bt and glyphosate tolerance genes against the technologies currently used in the global market.
Biotechnology Progress While we continue to advance our GMO product pipelines with phytase traits and glyphosate tolerance technologies, our most significant progress made in the last several years is in the new biotech pipelines of stacked traits of insect resistance and herbicide tolerance, drought resistance and next generation quadruple stacked traits.
The loan is converted into equity in 2023. During fiscal year 2023, net cash used in operating activities was RMB5.5 million (US$0.76 million), compared with RMB3.3 million for the fiscal year ended September 30, 2022.
During fiscal year 2024, net cash used in operating activities was RMB15 million (US$2.1 million), compared with net cash used in operating activities of RMB 5.5 million for the fiscal year ended September 30, 2023.
In September 2021, we began collaborating with China Agricultural University to develop new techniques which could reduce the time and cost of producing new corn varieties as compared to conventional hybrid breeding. We have made significant progress in this line of research and expect to develop new products using CRISPR in the coming planting season.
In September 2021, we began collaborating with the China Agricultural University to develop new techniques which could reduce the time and cost of producing new corn varieties as compared to conventional hybrid breeding. This innovative system enables the rapid editing of major maize inbred lines across various genetic backgrounds.
The proceeds from the sale of the ordinary shares will be used for working capital and the grant amount will be used for our corn supply chain facilities in Xinjiang and other region. As of September 30, 2023 and 2022, we had approximately RMB23.7million (US$3.3million) and RMB17.7 million, respectively, in cash and cash equivalents for continuing operations.
The proceeds from the sale of the ordinary shares will be used for working capital and the grant amount will be used for our corn supply chain facilities in Xinjiang and other region.
Selling and marketing Selling and marketing expenses for fiscal year 2023 were RMB8.3 million (US$1.2 million), compared to RMB7.3 million in fiscal year 2022.
Total operating expenses from continuing operations for the fiscal year ended September 30, 2023 were RMB32.2 million (US$4.5 million), compared to the operating expenses of RMB29.1 million in fiscal year 2022. Selling and marketing expenses for fiscal year 2023 were RMB8.4 million (US$1.2 million), compared to fiscal year 2022 when they were RMB7.3million (US$1 million).
Net cash provided by financing activities was RMB22.9 million for the fiscal year ended September 30, 2023, compared with net cash used in financing activities of RMB0.3 million for the fiscal year ended September 30, 2022. The Company raised $2.73 million from the sale of 320,000 ordinary shares during the fiscal year ended September 30, 2023.
Net cash provided by financing activities was RMB4.5 million (US$0.6 million) for the fiscal year ended September 30, 2024, compared with net cash provided by financing activities of RMB22.9 million for the fiscal year ended September 30, 2023. The Company did not issue or sell any ordinary shares during the fiscal year ended September 30, 2024.
Net Income Net Income attributable to Origin for the fiscal year ended September 30, 2023, was RMB62.7 million (US$8.7 million), compared to the net income of RMB2.35 million for the fiscal year ended September 30, 2022. 56 Table of Contents B. Liquidity and Capital Resources .
For the year ended September 30, 2022, the rental income was RMB10.6 million and the other non-operating income were RMB15.7 million. Net Income Net Income attributable to Origin for the fiscal year ended September 30, 2023, was RMB55.3 million (US$7.7 million), compared to the net loss of RMB6.3 million for the fiscal year ended September 30, 2022. B.
In 2016, Origin completed the laboratory and field production trials for its first generation PEST/WEED trait. In these trials, molecular characteristics, field efficacy, environmental safety and food safety were thoroughly evaluated and the results met critical biosafety regulation standards.
In these trials, molecular characteristics, field efficacy, environmental safety and food safety were thoroughly evaluated and the results met critical biosafety regulation standards. Dossiers summarizing the laboratory and field-test studies internal to Origin and in collaboration with third party research labs were submitted in November 2016 to request Phase 5 Safety Certificate approval.
Overall Analysis For the fiscal year ended September 30, 2023, revenue was RMB 93.3 million (US$13 million), compared to RMB52.6 million for the fiscal year ended September 30, 2022.
Results of Operations Fiscal Year ended September 30, 2024, compared to Fiscal Year ended September 30, 2023 Revenues For the fiscal year ended September 30, 2024, revenue was RMB113.4 million (US$16.2 million), compared to RMB93.3 million for the fiscal year ended September 30, 2023.
A total of 219,440, 201,000 and 320,000 ordinary shares were issued for these equity financing.
For the three fiscal years 2022, 2023 and 2024, the Company had raised $1.65 million,$2.77 million and $nil million through equity financing. A total of 201,000, 320,000 and nil ordinary shares were issued for these equity financing.
Additionally, the Company is making increasing efforts in the development of nutrition enhanced corn (NEC). Biotechnology Progress While we continue to advance our GMO product pipelines with phytase traits and glyphosate tolerance technologies.
Additionally, the Company is making increasing efforts in the development of nutrition enhanced corn (NEC).
Selling and marketing expenses remained low as the Company’s strategy to form seed distribution joint ventures helped to improve efficiency in the distribution businesses. 55 Table of Contents General and administrative General and administrative expenses from continuing operations primarily consist of salary and compensation, depreciation and amortization, legal fees, professional expenses and other expenses, including travel and other general business expenses and office supplies.
General and administrative General and administrative expenses from continuing operations primarily consist of salary and compensation, depreciation and amortization, legal fees, professional expenses and other expenses, including travel and other general business expenses and office supplies. General and administrative expenses for the fiscal year ended September 30, 2023, were RMB14.2 million, compared to RMB14.3 million year-over-year.
More events will be generated to meet the high standard of efficacies. 52 Table of Contents In addition to the GM trait pipeline, we have also prepared for the commercialization of the key GM corn seeds.
More events will be generated to meet the high standard of efficacies.
The deal documents have been completed by both Origin and BC-TID and have been submitted to government officials for final approval. The cash amount was used to repay the bank loan of the Company on the headquarters building and provide working capital.
As of February 1, 2021, BC-TID invested a total of RMB137.7 million ($20.2 million) as part of the agreement. The transaction is now completed. The cash received in the transaction was used to repay the bank loan of the Company on the headquarters building and provide working capital.
Removed
In 2022, we continued to cooperate with the Institute of Biotechnology of the Chinese Academy of Agricultural Sciences to promote the safety declaration of drought-resistant transgenic corn event NAZ-4. We have completed all the relevant experimental work required for the production experiment of the GM safety declaration and submitted the application in November 2023.
Added
The Company continues to test the double stacked products of Bt and glyphosate tolerance genes against the technologies currently used in the global market. In 2016, Origin completed the laboratory and field production trials for its first generation PEST/WEED trait.
Removed
Meanwhile we continue to integrate the drought resistance characteristics of this event into the Origin corn inbred line through backcross breeding technology, It is expected to obtain the first batch of drought-resistant transgenic corn hybrids in 2024.
Added
Meanwhile, we are using DBN9953 for backcrossing and breeding corn varieties including Liyu 16 and Aoyu 510. We are now producing seeds in Hainan and preparing to carry out demonstration in 2025. In May 2024, Origin’s insect-resistant and herbicide-tolerant GMO corn event BBL2-2 was granted a GMO safety certificate by the Chinese Ministry of Agriculture and Rural Affairs, MARA.
Removed
Interest expense Interest expense, net was RMB 0.98 million (US$ 0.14 million) for the fiscal year 2023 compared to RMB8.2 million a year ago.
Added
Origin, through its subsidiary Hainan Aoyu, cooperated with China Agricultural University and pioneered establishing the world’s first efficient genetic transformation system for maize induction line Hi3 and published a groundbreaking research article in the prestigious scientific journal Nature, titled “Maize Smart Canopy Architecture Enhances Yield at High Densities” in June 2024.
Removed
The borrowings as of September 30, 2023 is an loan from the BC-TID and will be converted to the equity of the joint venture being formed between the Company and BC-TID. The transactions documentation for which has been completed and submitted to government officials for approval. Excluding the borrowings from BC-TID, the Company doesn’t have any other financial debt.
Added
This study is the first to successfully achieve fixed-point improvement of leaf angle in maize inbred lines using maize induction line gene editing technology. This innovative system enables the rapid editing of major maize inbred lines across various genetic backgrounds.
Removed
Since the Cooperation Framework Agreement was signed, both parties have been actively involved to complete the formation of joint venture. However, the process has taken longer than originally expected mainly due to the complicated tax related issues with the Origin Life Science Center building in Beijing and the government approval process.
Added
By breaking the technical barrier of improving maize inbred lines through gene editing, this method allows for precise enhancements to the shape of maize inbred lines within a single year. Compared with traditional backcrossing and breeding techniques, Hi3 can save 3-4 years of time without the influence of linked genes.
Removed
Both parties are now agreed to use Beijing Origin as the joint venture entity in order to expedite the process. The original terms remain the same and both parties are cooperating to complete the process as soon as possible. As of February 1, 2021, BC-TID has invested a total of RMB137.7 million ($20.2 million) as part of the agreement.
Added
The commercialization of Origin’s gene-editing corn is expected to begin in 1-2 years. The use of this gene editing technology, we believe, has broad application and huge commercial development value. Overall Analysis For the fiscal year ended September 30, 2024, revenue was RMB113.4 million (US$16.18 million), compared to RMB93.3 million for the fiscal year ended September 30, 2023.
Removed
During the fourth quarter fiscal quarter of 2020, the Company was awarded an RMB6.5 million (US$0.95 million) grant from MARA for the successful evaluation of the effects of two of its GMO corn traits, GH5112E-117C and G1105E-823. The MARA’s grant program was established to award achievement in agricultural technology innovation and to speed up the technology’s applications in agriculture production.
Added
Overall, the year-over-year increase in revenues was mainly due to the higher volumes for the corn seeds as the result of improving market. 49 Table of Contents Total operating expenses from continuing operations for the fiscal year ended September 30, 2024 were RMB52.7 million (US$7.52 million), compared to the operating expenses of RMB32.3 million in fiscal year 2023.
Removed
The grant award of Origin’s two GMO traits not only validates the success of our past research efforts but also shows the government’s strong support of GMO research and product development in China. For the three fiscal years 2021, 2022 and 2023, the Company had raised $2.62 million, $1.65 million and $2.73 million through equity financing.
Added
Selling and marketing expenses for fiscal year 2024 were RMB6.3 million (US$0.9 million), compared to fiscal year 2023 when they were RMB8.4million (US$1.2 million). The decrease in selling and marketing expenses was mainly due to that the Company’s strategy to form seed distribution joint ventures helped to improve efficiency and the control of labor cost.
Removed
In July, 2022, Origin Biotechnology entered into a supply agreement with Henan Yingdafeng Agricultural Development Limited (“Yingdafeng”) to supply 100,000 tonnes corn bulk commodities. Due to the impact of Covid-19 and quarantine policies in Xinjiang province, the products were not delivered as scheduled.
Added
The increase in general and administrative expenses mainly included lawsuit expenses provision of RMB4.7 million, legal fees of RMB 3.1 million and bad debt provision of RMB 9.3 million which was mainly due to compensation for litigation related to employee wages and seed variety infringement, attorney fees related to litigation and stock issuance, and unrecoverable bad debt losses to third-party individuals.
Removed
Yingdafeng filed lawsuit and the local court in Neixiang County issued first legal judgement on August 16, 2023 that requires Origin to pay a total of RMB22 million to Yingdafeng.
Added
Research and development expenses were RMB10.1 million (US$1.5million) in fiscal year 2024, compared to RMB7.4 million in fiscal year 2023. The increase in research and development expenses was mainly due to Increased research and development investment.
Removed
After Origin appealed the decision from the local court in Neixiang County, the Intermediate People's Court of Nanyang City (a higher-level court over Neixiang County People’s Court) decided on December 14, 2023 to revoke the judgement of Neixiang Contry People’s Court. The case is now sent back to the People's Court of Neixiang County, Henan Province for retrial.
Added
Net income for the fiscal year ended September 30, 2024 was RMB18.7 million (US$ 2.7 million), compared with net income of RMB62.7 million in fiscal year 2023. The income is mainly from investment income by 48.27% equity interest in Beijing Origin disposal in fiscal year 2024.
Added
Net income attributable to Origin for the fiscal year ended September 30, 2024 was RMB 20.7 million (US$3.0million), compared to the net income of RMB55.3million for the fiscal year ended September 30, 2023 Net income per share was RMB3.21 or US$0.46 for the fiscal year 2024, compared with net income per share of RMB8.45 in fiscal year 2023.
Added
Total assets was RMB 132 million (US$18.8 million) for the fiscal year ended September 30, 2024, compared with 238.5 million for the fiscal year ended September 30, 2023. The decrease is from the disposal of a subsidiary.
Added
As of September 30, 2024, and 2023, we had approximately RMB 8.4 million (US$1.2 million) and RMB23.7 million, respectively, in cash and cash equivalents for continuing operations. Total borrowings as of September 30, 2024 and 2023 were RMB 4.95 million (US$0.7million) and RMB-nil-, respectively. The borrowings as of September 30, 2024was an loan from bank by Xinjiang Originbo.
Added
Net cash used in investing activities was RMB5.0 million (US$0.7 million) for the fiscal year ended September 30, 2024, compared with net cash used in investing activities of RMB11.2 million for the fiscal year ended September 30, 2023.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

33 edited+10 added−8 removed29 unchanged
We are required by applicable PRC regulations to contribute amounts approximate to 16%, 10%, 9.7%, 0.8%, 0.5% and 0.8%, of our employees’ aggregate salary to a pension contribution plan, a medical insurance plan, a housing fund, an unemployment insurance plan, a personal injury insurance plan and a maternity insurance plan, respectively, for our employees.
We are required by applicable PRC regulations to contribute amounts approximate to 16%, 10%, 9.8%, 0.8%, 0.5% and 0.8%, of our employees’ aggregate salary to a pension contribution plan, a housing fund, a medical insurance plan, an unemployment insurance plan, a personal injury insurance plan and a maternity insurance plan, respectively, for our employees.
Mr. Shaojiang Chen became a director of Origin in November, 2022. Dr. Chen is currently a professor at the China Agricultural University, Agronomy College, where he has been teaching since 2000. During 2017 to 2022, Dr.
Dr. Shaojiang Chen became a director of Origin in November, 2022. Dr. Chen is currently a professor at the China Agricultural University, Agronomy College, where he has been teaching since 2000. During 2017 to 2022, Dr.
(2) Includes 48,000 shares that may be acquired under stock options held by Dr. Han. The shares reported in the above table are held by Dr. Han through a personal holding company, Sinodream Limited, a company formed under the laws of the British Virgin Islands of which he is the sole shareholder, officer and director. Therefore, Dr.
(2) Includes 60,000 shares that may be acquired under stock options held by Dr. Han. The shares reported in the above table are held by Dr. Han through a personal holding company, Sinodream Limited, a company formed under the laws of the British Virgin Islands of which he is the sole shareholder, officer and director. Therefore, Dr.
The current charter of the Compensation Committee, which was adopted March 16, 2007, provides that the committee is responsible for: ● reviewing and making recommendations to our board of directors regarding our compensation policies and forms of compensation provided to our directors, officers and other senior employees; ● reviewing and determining performance-based awards and compensation for our officers and other employees; ● reviewing and determining share-based compensation (including the 2009, 2014 AND 2021 Performance Equity Plans) for our directors, officers, employees and consultants; ● administering our equity incentive plans (including the 2009, 2014 AND 2021 Performance Equity Plans) in accordance with the terms thereof; and 63 Table of Contents ● such other matters that are specifically delegated to the Compensation Committee by our board of directors from time to time.
The current charter of the Compensation Committee, which was adopted March 16, 2007, provides that the committee is responsible for: ● reviewing and making recommendations to our board of directors regarding our compensation policies and forms of compensation provided to our directors, officers and other senior employees; ● reviewing and determining performance-based awards and compensation for our officers and other employees; ● reviewing and determining share-based compensation (including the 2009, 2014 AND 2021 Performance Equity Plans) for our directors, officers, employees and consultants; ● administering our equity incentive plans (including the 2009, 2014 AND 2021 Performance Equity Plans) in accordance with the terms thereof; and ● such other matters that are specifically delegated to the Compensation Committee by our board of directors from time to time. 63 Table of Contents Nominating Committee Our Nominating Committee consists of Michael W.
The outstanding awards under this plan as of 9/30/2023 is 224,700, and the ordinary shares available for future grant as of 9/30/2023 is zero. 60 Table of Contents 2021 Performance Equity Plan On April 30, 2021, the company adopted the 2021 Performance Equity Plan, under which we are able to issue equity awards for up to 1,000,000 ordinary shares to our directors, officers, employees, individual consultants and advisors.
The outstanding awards under this plan as of 9/30/2023 is 224,700, and the ordinary shares available for future grant as of 9/30/2023 is zero. 2021 Performance Equity Plan On April 30, 2021, the company adopted the 2021 Performance Equity Plan, under which we are able to issue equity awards for up to 1,000,000 ordinary shares to our directors, officers, employees, individual consultants and advisors.
The main purpose of the plan is to provide an existing structure and renewable benefit plan for senior management and directors and others providing services to the company in order to align our employee incentives towards our stock performance. We had outstanding awards for 36,000 options under the 2021 Plan at September 30, 2023.
The main purpose of the plan is to provide an existing structure and renewable benefit plan for senior management and directors and others providing services to the company in order to align our employee incentives towards our stock performance. We had outstanding awards for 240,000 options under the 2021 Plan at September 30, 2024.
Han will have voting and dispositive authority over all the shares. (3) Includes 8,000 shares that may be acquired under stock options held by Mr. Trimble. The business address of Mr. Trimble is 6159 Brandywine Drive, Johnston, IA 50131. (4) Includes 2,000 shares that may be acquired under stock options held by Ms. Fei Wang.
Han will have voting and dispositive authority over all the shares. (3) Includes 10,000 shares that may be acquired under stock options held by Mr. Trimble. The business address of Mr. Trimble is 6159 Brandywine Drive, Johnston, IA 50131. (4) Includes 6,000 shares that may be acquired under stock options held by Ms. Fei Wang.
All of our employees are located in China. We offer our employees additional annual merit-based bonuses in accordance with the overall performance of our company, his or her department and the individual.
All of our employees are located in China. 64 Table of Contents We offer our employees additional annual merit-based bonuses in accordance with the overall performance of our company, his or her department and the individual.
We are not required to have a majority of independent directors on our board of directors under BVI laws. However, currently, three of our five directors are independent directors under applicable Nasdaq rules. Under Rule 5605 a U.S. domestic listed company is required to have a nominations committee and compensation committee.
We are not required to have a majority of independent directors on our board of directors under BVI laws. However, currently, four of our seven directors are independent directors under applicable Nasdaq rules. Under Rule 5605 a U.S. domestic listed company is required to have a nominations committee and compensation committee.
We have filed documentation with Nasdaq exempting the company under those provisions of the Nasdaq regulations that BVI law does not require the company to follow. In June 2023, the Board of Directors adopted a “clawback” policy, compliant with Nasdaq regulations. 64 Table of Contents D. Employees. We currently have 63 employees, including management, managers and research and related personnel.
We have filed documentation with Nasdaq exempting the Company under those provisions of the Nasdaq regulations that BVI law does not require the company to follow. In June 2023, the Board of Directors adopted a “clawback” policy, compliant with Nasdaq regulations. D. Employees. We currently have 68 employees, including management, managers and research and related personnel.
Our officers are appointed by the board of directors and hold office until their successors are duly elected and qualified, but may be removed at any time, with or without cause, by resolution of directors.
Our officers are appointed by the board of directors and hold office until their successors are duly elected and qualified, but may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office may be filled by resolution of directors.
While we have no formal policy regarding board diversity for our board of directors as a whole or for each individual member, our board of directors will consider such factors as gender, race, ethnicity and experience, area of expertise, as well as other individual attributes that contribute to the total diversity of viewpoints and experience represented on the board of directors.
While we have no formal policy regarding board diversity for our board of directors as a whole or for each individual member, our board of directors will consider such factors as gender, race, ethnicity and experience, area of expertise, as well as other individual attributes that contribute to the total diversity of viewpoints and experience represented on the board of directors. 61 Table of Contents The following is a table indicating the current board diversity.
Board Diversity Matrix (As of September 30, 2023) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Directors ​ Five ​ ​ ​ ​ ​ ​ ​ ​ ​ Did Not Disclose ​ ​ ​ ​ ​ ​ ​ ​ Demographic ​ ​ Female Male ​ Non-Binary ​ Background Part I: Gender Identity ​ ​ ​ ​ Directors ​ 1 ​ 4 ​ — ​ — Part II: Demographic Background African American or Black ​ ​ — — Alaskan Native or Native American ​ ​ — — Asian 4 ​ — — Hispanic or Latinx ​ ​ — — Native Hawaiian or Pacific Islander ​ ​ — — White 1 ​ — — Two or More Races or Ethnicities ​ ​ — — LGBTQ+ ​ ​ — — Did Not Disclose Demographic Background ​ ​ — — ​ Employment Agreements Dr.
Board Diversity Matrix (As of September, 2024) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Directors ​ Seven ​ ​ ​ ​ ​ ​ ​ ​ ​ Did Not Disclose ​ ​ ​ ​ ​ ​ ​ ​ Demographic ​ ​ Female Male ​ Non-Binary ​ Background Part I: Gender Identity ​ ​ ​ ​ ​ ​ ​ ​ Directors ​ 1 ​ 6 ​ — ​ — Part II: Demographic Background ​ ​ ​ ​ ​ ​ ​ ​ African American or Black ​ ​ ​ ​ ​ — ​ — Alaskan Native or Native American ​ ​ ​ ​ ​ — ​ — Asian ​ 1 ​ 5 ​ — ​ — Hispanic or Latinx ​ ​ ​ ​ ​ — ​ — Native Hawaiian or Pacific Islander ​ ​ ​ ​ ​ — ​ — White ​ ​ ​ 1 ​ — ​ — Two or More Races or Ethnicities ​ ​ ​ ​ ​ — ​ — LGBTQ+ ​ ​ ​ ​ ​ — ​ — Did Not Disclose Demographic Background ​ ​ ​ ​ ​ — ​ — ​ Employment Agreements Dr.
Michael Trimble has an understanding of Generally Accepted Accounting Principles and financial statements, the ability to assess the general application of such principles in connection with our financial statements, including estimates, accruals and reserves, experience in analyzing or evaluating financial statements of similar breadth and complexity as our financial statements, an understanding of internal controls and procedures for financial reporting and an understanding of Audit Committee functions. 62 Table of Contents The board of directors believes that Ms.
Michael Trimble has an understanding of Generally Accepted Accounting Principles and financial statements, the ability to assess the general application of such principles in connection with our financial statements, including estimates, accruals and reserves, experience in analyzing or evaluating financial statements of similar breadth and complexity as our financial statements, an understanding of internal controls and procedures for financial reporting and an understanding of Audit Committee functions.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management. The following table sets forth certain information regarding our directors and executive officers as of September 30, 2023. ​ ​ ​ ​ ​ Name Age Position Gengchen Han 68 Chairman of the Board, Chief Executive Officer Michael W.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management. The following table sets forth certain information regarding our directors and executive officers as of September 30, 2024. ​ ​ ​ ​ ​ Name Age Position Gengchen Han ​ 69 ​ Chairman of the Board Michael W.
Pursuant to a vote by the board of directors taken at a board meeting held March 16, 2007, the Nominating Committee charter was amended.
The Nominating Committee is not a fully independent committee. Pursuant to a vote by the board of directors taken at a board meeting held March 16, 2007, the Nominating Committee charter was amended.
Our employees are not covered by any collective bargaining agreement. We believe that we have a good relationship with our employees. ​ 65 Table of Contents E. Share Ownership.
Our employees are not covered by any collective bargaining agreement. We believe that we have a good relationship with our employees. ​ E. Share Ownership.
Wang has had more than seven years financial experience in several publicly listed multinational companies based in the United States. Ms. Wang received her master’s degree in Financial Accountancy from the Rutgers University and her bachelor’s degree in Accounting from City University of New York. Ms. Wang is a member of the American Institute of Certified Public Accountants. Dr.
Wang has had more than seven years financial experience in several publicly listed multinational companies based in the United States. Ms. Wang received her master’s degree in Financial Accountancy from the Rutgers University and her bachelor’s degree in Accounting from City University of New York. Ms.
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of January 8, 2024, by each of our directors and executive officers who beneficially own our ordinary shares, and other principal shareholders. ​ ​ ​ ​ ​ ​ ​ Shares Beneficially Owned ​ ​ ( * ) ​ ​ ​ ​ ​ Percentage of ​ ​ ​ Number Total ​ Directors and Executive Officers: ​ ​ ​ Gengchen Han, Chairman of the Board and CEO (1)(2) 836,383 13.2 % Michael W.
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of January X, 2025, by each of our directors and executive officers who beneficially own our ordinary shares, and other principal shareholders. ​ ​ ​ ​ ​ ​ ​ Shares Beneficially Owned ​ ​ ( * ) ​ ​ ​ ​ ​ Percentage of ​ ​ ​ Number Total ​ Directors and Executive Officers: ​ ​ ​ ​ ​ Gengchen Han, Chairman of the Board (1)(2) ​ 785,640 ​ 10.91 % Michael W.
He worked for Pioneer Hi-bred International from 1990 to 1996; his positions there included Regional Technical Coordinator for Asia/Pacific and Regional Supervisor for China Business. Dr. Michael W. Trimble has been a director of Origin since May 2006. Dr.
From 1989 until 1990 he worked for the International Maize and Wheat Improvement Center, or CIMMYT, in Mexico. He worked for Pioneer Hi-bred International from 1990 to 1996; his positions there included Regional Technical Coordinator for Asia/Pacific and Regional Supervisor for China Business. Dr. Michael W. Trimble has been a director of Origin since May 2006. Dr.
Min Lin is currently a professor at the Biotechnology Research Institute of Chinese Academy of Agricultural Sciences (CAAS) located in Beijing, China. From 2005 to 2019, Dr. Lin served as the director of the Biotechnology Research Institute of CAAS. Dr.
Wang is a member of the American Institute of Certified Public Accountants. 59 Table of Contents Dr. Min Lin is currently a professor at the Biotechnology Research Institute of Chinese Academy of Agricultural Sciences (CAAS) located in Beijing, China. From 2005 to 2019, Dr. Lin served as the director of the Biotechnology Research Institute of CAAS. Dr.
Those awards held by the directors and officers are listed below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ Exercise ​ ​ ​ ​ ​ Option Price Grant Date Expiration Date Gengchen Han ​ ​ ​ 12,000 ​ $ 5.19 /Share ​ January 2, 2019 ​ January 2, 2024 ​ 12,000 ​ $ 5.30 /Share ​ January 2, 2020 ​ January 2, 2025 ​ 12,000 ​ $ 13.99 /Share ​ January 5, 2021 ​ January 5, 2026 ​ 12,000 ​ $ 7.23 /Share ​ January 3, 2022 ​ January 3, 2027 ​ ​ 12,000 ​ $ 6.79/Share ​ May 22, 2023 ​ May 22, 2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Michael Trimble ​ ​ ​ ​ ​ ​ ​ ​ 2,000 ​ $ 5.19 /Share ​ January 2, 2019 ​ January 2, 2024 ​ 2,000 ​ $ 5.30 /Share ​ January 2, 2020 ​ January 2, 2025 ​ 2,000 ​ $ 13.99 /Share ​ January 5, 2021 ​ January 5, 2026 ​ 2,000 ​ $ 7.23 /Share ​ January 3, 2022 ​ January 3, 2027 ​ ​ 2,000 ​ ​ 6.79 ​ May 22, 2023 ​ May 22, 2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Min Lin ​ ​ ​ ​ ​ ​ ​ ​ 2,000 ​ $ 7.23 /Share ​ January 3, 2022 ​ January 3, 2027 ​ ​ 2,000 ​ ​ 6.79 ​ May 22, 2023 ​ May 22, 2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fei Wang 2,000 ​ $ 5.30 /Share ​ January 2, 2020 ​ January 2, 2025 ​ 2,000 ​ ​ 6.79 ​ May 22, 2023 ​ May 22, 2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shaojiang Chen ​ 2,000 ​ ​ 6.79 ​ May 22, 2023 ​ May 22, 2028 ​ C.
There are 646,320 ordinary shares available for future grant as of September 30, 2024. 60 Table of Contents Those awards held by the directors and officers are listed below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ Exercise ​ ​ ​ ​ ​ Option Price Grant Date Expiration Date Gengchen Han ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12,000 ​ $ 5.30 /Share ​ January 2, 2020 ​ January 2, 2025 ​ ​ 12,000 ​ $ 13.99 /Share ​ January 5, 2021 ​ January 5, 2026 ​ ​ 12,000 ​ $ 7.23 /Share ​ January 3, 2022 ​ January 3, 2027 ​ ​ 12,000 ​ $ 6.79/Share ​ May 22, 2023 ​ May 22, 2028 ​ ​ 12,000 ​ $ 2.15/Share ​ March 1, 2024 ​ March 1, 2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Michael Trimble ​ ​ ​ ​ ​ ​ ​ ​ 2,000 ​ $ 5.30 /Share ​ January 2, 2020 ​ January 2, 2025 ​ 2,000 ​ $ 13.99 /Share ​ January 5, 2021 ​ January 5, 2026 ​ 2,000 ​ $ 7.23 /Share ​ January 3, 2022 ​ January 3, 2027 ​ 2,000 ​ $ 6.79/Share ​ May 22, 2023 ​ May 22, 2028 ​ ​ 2,000 ​ $ 2.15/Share ​ March 1, 2024 ​ March 1, 2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Min Lin ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,000 ​ $ 7.23 /Share ​ January 3, 2022 ​ January 3, 2027 ​ 2,000 ​ $ 6.79/Share ​ May 22, 2023 ​ May 22, 2028 ​ 2,000 ​ $ 2.15/Share ​ March 1, 2024 ​ March 1, 2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fei Wang ​ 2,000 ​ $ 5.30 /Share ​ January 2, 2020 ​ January 2, 2025 ​ 2,000 ​ $ 6.79/Share ​ May 22, 2023 ​ May 22, 2028 ​ 2,000 ​ $ 2.15/Share ​ March 1, 2024 ​ March 1, 2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shaojiang Chen ​ 2,000 ​ $ 6.79/Share ​ May 22, 2023 ​ May 22, 2028 ​ ​ 2,000 ​ $ 2.15/Share ​ March 1, 2024 ​ March 1, 2029 ​ C.
Technical Service Agreements All of the intellectual property rights of the company are held by Origin Biotechnology pursuant to technology service agreements dated December 25, 2004 and other similar arrangements among the company subsidiaries. The material provision of the technology service agreements are discussed under Item 4.C of this Annual Report. 2. Interests of experts and counsel. Not applicable.
The material provisions of these agreements are discussed under Item 4.C of this Annual Report. Technical Service Agreements All of the intellectual property rights of the company are held by Origin Biotechnology pursuant to technology service agreements and other similar arrangements among the company subsidiaries.
We adopted an Audit Committee charter, amended by the board of directors at the board meeting held on August 16, 2007, under which the Audit Committee is responsible for reviewing the scope, planning and staffing of the audit and preparation of our financial statements.
Wang has financial expertise because of her educational backgrounds and her extensive experience in financial reporting for private and public companies. 62 Table of Contents We adopted an Audit Committee charter, amended by the board of directors at the board meeting held on August 16, 2007, under which the Audit Committee is responsible for reviewing the scope, planning and staffing of the audit and preparation of our financial statements.
A substantial number of the ordinary shares are held in “street name,” and the company believes that a large portion of these shares represent holdings of non-United States shareholders through brokers in non-United States jurisdictions. Because these holdings are in street name, the company cannot determine the actual number or jurisdictions in which these shares are held.
None of the above shareholders have voting rights that differ from the voting rights of other shareholders. A substantial number of the ordinary shares are held in “street name,” and the company believes that a large portion of these shares represent holdings of non-United States shareholders through brokers in non-United States jurisdictions.
In evaluating the suitability of individual candidates, we will consider factors including, without limitation, an individual's character, integrity, judgment, potential conflicts of interest, other commitments, and diversity.
Board Diversity Each year the board of directors, will review the appropriate characteristics, skills, and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates, we will consider factors including, without limitation, an individual’s character, integrity, judgment, potential conflicts of interest, other commitments, and diversity.
The company believes that it continues to qualify as a foreign private issuer. ​ 66 Table of Contents ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A Major shareholders. Please refer to Item 6.E “Directors, Senior Management and Employees – Share Ownership.” 1. Related party transactions. Stock Consignment Agreements We operate our business in China through our PRC Operating companies.
Please refer to Item 6.E “Directors, Senior Management and Employees – Share Ownership.” 1. Related party transactions. Stock Consignment Agreements We operate our business in China through our PRC Operating companies. We have entered into stock consignment agreements in connection with the share ownership with certain of the company subsidiaries.
Nominating Committee Our Nominating Committee consists of Michael W. Trimble (chairman), Shaojiang Chen and Fei Wang. The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.
Trimble (chairman), Shaojiang Chen and Fei Wang. The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The Nominating Committee will identify, evaluate and recommend candidates to become members of the Board of Directors with the goal of creating a balance of knowledge and experience.
Lin received his Ph.D. and Master’s Degree from CAAS and his Bachelor’s degree in Biology from University of Sichuan. B. Compensation. The aggregate cash compensation paid to our directors and executive officers as a group was RMB nil (US$ nil) for the twelve months ended September 30, 2023.
The aggregate cash compensation paid to our directors and executive officers as a group was RMB nil (US$ nil) for the twelve months ended September 30, 2024.
Wang qualifies as an “audit committee financial expert” within the meaning of all applicable rules. The board of directors believes that Ms. Wang has financial expertise because of her educational backgrounds and her extensive experience in financial reporting for private and public companies.
The board of directors believes that Ms. Wang qualifies as an “audit committee financial expert” within the meaning of all applicable rules. The board of directors believes that Ms.
Trimble, Director (3) 51,900 ** % Shaojiang Chen Director (1) — ** % Fei Wang, Director (1)(4) 4,000 ** % Min Lin, Director (1) 4,000 ** % Shaojiang Chen ​ 2,000 ​ ** % ​ ​ ​ ​ ​ ​ All Officers and Directors (5 persons) 898,283 14.18 % ​ ​ ​ ​ ​ ​ 5% and Greater Shareholders Comane International Group Ltd (5) 1,000,000 15.79 % * Beneficial ownership and percentage are determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. ** Less than 1% (1) The business address of each of the individuals is c/o 21 Shengmingyuan Road, Changping District, Beijing, PRC 102206.
Trimble, Director (3) ​ 58,900 ​ ** % Shaojiang Chen Director (1) ​ 4,000 ​ ** % Fei Wang, Director (1)(4) ​ 6,000 ​ ** % Min Lin, Director (1) ​ 4,000 ​ ** % Weibin Yan, Director and CEO ​ 14,400 ​ ** % Chi Kin Cheng, Director and CFO ​ — ​ ** % All Officers and Directors (7 persons) ​ 872,940 ​ 13.28 % ​ ​ ​ ​ ​ ​ 5% and Greater Shareholders ​ ​ ​ ​ ​ Ausgood Lifestyle Company Limited ​ 475,000 ​ 6.60 % * Beneficial ownership and percentage are determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. ** Less than 1% (1) The business address of each of the individuals is in the Shuangbu Village, Songzhuang Town, Tongzhou District, Beijing 101100, China, unless otherwise noted.
Han was a lecturer at the Henan Agriculture University. From 1984 to 1987, Dr. Han received his Ph.D. degree in Plant Breeding and Cytogenics from Iowa State University. From 1989 until 1990 he worked for the International Maize and Wheat Improvement Center, or CIMMYT, in Mexico.
Han has more than 40 years of experience in research and development of hybrid seed products, particularly corn seed. From 1982 until 1984, Dr. Han was a lecturer at the Henan Agriculture University. From 1984 to 1987, Dr. Han received his Ph.D. degree in Plant Breeding and Cytogenics from Iowa State University.
He also served, in the past, as the President and the Chief Executive of Origin at various times. Dr. Han is also the Executive Chairman of Beijing Origin and its affiliated companies, a position that he has held since founding the business in 1997. Dr.
Han was also the Executive Chairman of Beijing Origin and its affiliated companies, a position that he held since founding the business in 1997 until August 2024. Dr. Han was the Co-Chief Executive Officer and Chief Executive Officer of the Company from its inception in 1997 until January 1, 2009 and from August 1, 2011 to April 25, 2016. Dr.
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Trimble 66 Independent Director Shaojiang Chen 58 Independent Director Fei Wang 46 Independent Director Min Lin 58 Independent Director ​ 59 Table of Contents Dr. Gengchen Han is the Chairman of Origin and has been the Chief Executive Officer of Origin since December 3, 2018.
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Trimble ​ 67 ​ Independent Director Shaojiang Chen ​ 61 ​ Independent Director Fei Wang ​ 47 ​ Independent Director Min Lin ​ 60 ​ Independent Director Weibin Yan ​ 58 ​ Director, Chief Executive Officer Chi Kin Cheng ​ 56 ​ Director, Chief Financial Officer ​ Dr.
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Han was the Co-Chief Executive Officer and Chief Executive Officer of the Company from its inception in 1997 until January 1, 2009 and from August 1, 2011 to April 25, 2016. Dr. Han has more than 20 years of experience in research and development of hybrid seed products, particularly corn seed. From 1982 until 1984, Dr.
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Gengchen Han is the Chairman of Origin and was the Chief Executive Officer of Origin from December 3, 2018 to August 20, 2024. He also served, in the past, as the President and the Chief Executive Officer of Origin at various times. Dr.
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There are 886,320 ordinary shares available for future grant as of September 30, 2023.
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Lin received his Ph.D. and Master’s Degree from CAAS and his Bachelor’s degree in Biology from University of Sichuan. Mr. Weibin Yan joined Origin in August 2024 and serves as a Director and the Chief Executive Officer of the Company. Mr. Yan has had a distinguished career in the agricultural and industrial sectors.
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Any vacancy occurring in any office may be filled by resolution of directors. 61 Table of Contents Board Diversity Each year the board of directors, will review the appropriate characteristics, skills, and experience required for the board of directors as a whole and its individual members.
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He is currently the Vice-Chairman of the Hunan Provincial Federation of Industry and Commerce. Mr. Yan was one of the principal founders of Ausnutria Dairy Corporation Ltd. (“Ausnutria“), a company listed on the Hong Kong Stock Exchange, where he served as Chairman from its establishment until September 2023.
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The following is a table indicating the current board diversity.
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Under his leadership, Ausnutria became a leading global player in the dairy industry. Mr. Yan also served as a director of Yuan Longping High-Tech Agriculture Co., Ltd. (“Longping High-tech”), listed on the Shenzhen Stock Exchange, from 2004 to January 2016.
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The Nominating Committee will identify, evaluate and recommend candidates to become members of the Board of Directors with the goal of creating a balance of knowledge and experience. The Nominating Committee is not a fully independent committee.
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At Longping High-Tech, he held various executive roles, including Chief Executive Officer from 2004 to April 2010 and Vice Chairman of the Board of Directors from 2010 to January 2016. In addition, Mr. Yan has a history with Origin Agritech, having served as an independent director of the Company from 2017 to 2018. Mr.
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(5) The business address of Comane International Group Ltd is 2 Pacific Square, Suite 106, Central, Hong Kong. This includes 1,000,000 ordinary shares issuable under a warrant held by Comane International Group Ltd that expire January 4, 2027. None of the above shareholders have voting rights that differ from the voting rights of other shareholders.
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Chi Kin Cheng joined Origin in August 2024 and serves as a Director and the Chief Financial Officer of the Company. Mr. Cheng’s expertise spans multiple industries, including natural resources, property investment, manufacturing, and banking. Mr.
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We have entered into stock consignment agreements in connection with the share ownership with certain of the company subsidiaries. The material provisions of these agreements are discussed under Item 4.C of this Annual Report.
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Cheng’s most recent roles include Independent Non-Executive Director at Asiasec Properties Limited, Non-Executive Director and former Chairman at Affluent Partners Holdings Limited, Chairman of DeTai Energy Group Limited, and CEO & Executive Director at China Uptown Group Company Limited. B. Compensation.
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Because these holdings are in street name, the company cannot determine the actual number or jurisdictions in which these shares are held. The company believes that it continues to qualify as a foreign private issuer. ​ 65 Table of Contents ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A Major shareholders.
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The material provision of the technology service agreements are discussed under Item 4.C of this Annual Report. 2. Interests of experts and counsel. Not applicable.

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