UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
FOR
THE MONTH OF JULY 2006
COMMISSION
FILE NUMBER 000-51576
ORIGIN
AGRITECH LIMITED
(Translation
of registrant's name into English)
No.
21 Sheng Ming Yuan Road, Changping District, Beijing 102206
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F [X] Form
40-F [_]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): _______
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): _______
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
[_]
No [X]
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| ORIGIN AGRITECH LIMITED | ||
| |
|
|
| By: | /s/ Dr. Han Gengchen | |
|
Name: Dr.
Han Gengchen
Title: Chief
Executive Officer
|
||
Date:
July 5, 2006
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EXHIBIT
| Exhibit Number |
Description
|
| ___________ | ______________________________________________________________ |
| 99.1 | Press Release regarding adjusted net earnings for the period July 1, 2005 through June 30, 2006 and scheduled conference call on July 17, 2006. |
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|
CONTACT:
|
-OR-
|
INVESTOR
RELATIONS COUNSEL:
|
|
Jeff
Wang
|
Devin
Sullivan
|
|
|
Chief
Financial Officer
|
(212)
836-9608
|
|
|
0086-10-5890-7518
|
dsullivan@equityny.com
|
|
|
Adam
Prior
|
||
|
Richard
Propper, MD
|
(212)
836-9606
|
|
|
(619)
795-4627
|
aprior@equityny.com
|
FOR
IMMEDIATE RELEASE
FOR
THE PERIOD JULY 1, 2005
THROUGH JUNE 30, 2006
SCHEDULES
CONFERENCE CALL ON JULY 17, 2006 TO DISCUSS
CALENDAR
YEAR 2005 FINANCIAL RESULTS
Beijing,
China and San Diego, CA - June 29, 2006
-
Origin
Agritech Limited
(“Origin”) (Nasdaq: SEED) today announced that, based on its review of unaudited
results for the year ended December 31, 2005 and year-to-date results for 2006,
as well as current business conditions, net earnings on an adjusted, or
non-GAAP, basis for the year ending June 30, 2006 are expected to meet or exceed
U.S. $11,000,000. The $11,000,000 net earnings figure excludes expenses relating
to the November 2005 merger between State Harvest Holdings Limited and Chardan
China Acquisition Corp. (described in the 2005 proxy statement) that created
Origin, and excludes stock-based compensation expenses. Anticipated GAAP net
earnings will reduce Origin’s adjusted net earnings by approximately $453,000
due to non-cash stock based compensation charges. Origin’s other charges related
to the November 2005 merger will be negligible.
Due
to
the seasonal nature of the seed industry, Origin establishes its internal budget
on the basis of a fiscal year ending June 30 and believes that its performance
is best evaluated on a fiscal year basis. As previously disclosed, Origin has
elected to change its financial reporting year from a calendar year ending
on
December 31 to a fiscal year ending June 30, beginning with the period ending
on
June 30, 2006.
Origin
also announced that it intends to a Notification of Late Filing with the
Securities and Exchange Commission relating to its Annual Report on Form 20-F
for the calendar year ending on December 31, 2005. Origin expects to file its
Form 20-F for 2005 on or before July 15, 2006. In connection with the filing
of
these results, Origin has scheduled a conference call on Monday, July 17, 2006.
Details regarding this call will be released as the date draws closer.
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Dr.
Gengchen Han, Origin’s Chairman and Chief Executive Officer, commented, “We are
pleased with the direction of our business, and look forward to discussing
our
results on July 17.”
About
Origin
Founded
in 1997, Origin specializes in the research, development, production, sale
and
distribution of hybrid corn, rice and cotton seeds in China. The Company owns
or
leases facilities in, among other locations, Beijing, Gansu, Henan, Helongjiang,
Liaoning, Jilin, Hainan and the Sichuan Provinces, and also has an office in
San
Diego, CA. Origin launched its first entirely internally developed seed in
2003
and in 2004 introduced four new proprietary corn hybrids to the market. In
2005
Origin had five new proprietary corn hybrids and one new proprietary cotton
hybrid approved by the government registration office. Origin anticipates that
it will introduce approximately 40 new proprietary products into the Chinese
government testing and approval cycle each year between now and 2008.
Disclosure
Statements
Non-GAAP
net earnings excludes amortization of acquired intangible assets resulting
from
acquisitions and other expenses relating to the 2005 merger, as well as non-cash
stock-based compensation. Origin believes that the non-GAAP net earnings measure
provides investors with another method for assessing Origin’s operating results
in a manner that is focused on the performance of its ongoing operations.
Readers are cautioned not to view non-GAAP results on a stand-alone basis or
as
a substitute for results under GAAP, or as being comparable to results reported
or forecasted by other companies. Actual results may vary materially as a result
of adjustments made in connection with the completion of Origin’s audit for the
year ending June 30, 2006, as conducted by the Company’s independent auditor.
Forward
Looking Statement
This
release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, such as Origin’s anticipated non-GAAP
net earnings and the size of the related adjustments to arrive at anticipated
net earnings for the year ending on June 30, 2006. Forward looking statements
are statements that are not historical facts. Such forward-looking statements,
based upon the current beliefs and expectations of Origin’s management, are
subject to risks and uncertainties, which could cause actual results to differ
from the forward looking statements. Origin’s anticipated operating results are
subject to audit related adjustments and the amount of its merger-related
expenses and stock-based compensation charges may be different. In addition,
the
following factors, among others, could cause actual results to differ from
those
set forth in the forward-looking statements: business conditions in China,
weather and natural disasters, changing interpretations of generally accepted
accounting principles; outcomes of government reviews; inquiries and
investigations and related litigation; continued compliance with government
regulations; legislation or regulatory environments, requirements or changes
adversely affecting the businesses in which Origin is engaged; fluctuations
in
customer demand; management of rapid growth; intensity of competition from
other
providers of seed products; timing approval and market acceptance of new
products introduction; general economic conditions; geopolitical events and
regulatory changes, as well as other relevant risks detailed in Origin’s filings
with the Securities and Exchange Commission. The information set forth herein
should be read in light of such risks. Origin assumes no obligation to update
the information contained in this press release or filings.
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