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 JUNE 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 o
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
o
No x
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________.
Amendments
to the Memorandum and Articles of Association
Origin
Agritech Limited (“Origin”) was incorporated in the British Virgin Islands on
February 10, 2005 under the International Business Companies Act. In view of
the
passing into law of the BVI Business Companies Act (“BCA”) and the automatic
re-registration of all International Business Companies under this Act with
effect from January 1, 2007, we have made certain changes to the Memorandum
and
Articles of Association (the “Amended and Restated M&A”) in compliance with
the BCA. The directors of the board of Origin, at a meeting of the board of
directors held in Beijing on June 25-26, duly considered the Amended and
Restated M&A, and determined that it is in the best interests of the Company
and of the shareholders of the Company that the Amended and Restated M&A be
adopted as the new Memorandum of Association and Articles of Association of
the
Company, in substitution for and to the exclusion of the existing Memorandum
of
Association and Articles of Association. The board of directors of Origin has
determined that it would be in the best interests of the Company to re-register
as a company governed by the BCA.
In
addition to the above changes, we have made certain other changes including
changes related to corporate governance. Among others, we have added provisions
regarding the audit committee of the board of directors.
The
board
of directors of Origin has determined that these amendments to the Memorandum
of
Association and Articles of Association of the company do not materially vary
rights of the shareholders of Origin.
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CONTACT:
Jeff
Wang
Chief
Financial Officer
0086-10-5890-7518
|
-OR-
|
INVESTOR
RELATIONS COUNSEL:
Devin
Sullivan
(212)
836-9608
dsullivan@equityny.com
Adam
Prior
(212)
836-9606
aprior@equityny.com
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ORIGIN
AGRITECH LIMITED
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By: /s/
Dr. Han Gengchen |
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Name: Dr.
Han Gengchen |
| |
Title: Chief
Executive Officer |
Date:
June 30, 2006
EXHIBIT
|
Exhibit
Number
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Description
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3.1
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Amended
and Restated Memorandum and Articles of
Association
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