ORIGIN AGRITECH LTD. as the Company STATE HARVEST HOLDINGS LIMITED as the Guarantor and THE BANK OF NEW YORK, a New York banking corporation as the TrusteeOrigin Agritech LTD • February 27th, 2008 • Agricultural production-crops • New York
INDENTURE dated July 25, 2007, between ORIGIN AGRITECH LTD., a company incorporated in the British Virgin Islands (hereinafter called the “Company”), the parties listed on the signature pages hereto, and THE BANK OF NEW YORK, a New York banking corporation, as trustee hereunder (hereinafter called the “Trustee”).
Renminbi Capital Loan Contract China Construction Bank Corporation Beijing BranchOrigin Agritech LTD • February 27th, 2008 • Agricultural production-crops
Party A has made an application to Party B for a loan and Party B agrees to advance the loan. According to relevant laws, regulations and rules, Party A and Party B, upon negotiation, enter into this Contract for their mutual compliance and performance.
Renminbi Capital Loan Contract China Construction Bank Corporation Beijing BranchOrigin Agritech LTD • February 27th, 2008 • Agricultural production-crops
Party A has made an application to Party B for a loan and Party B agrees to advance the loan. According to relevant laws, regulations and rules, Party A and Party B, upon negotiation, enter into this Contract for their mutual compliance and performance.
NOTES PURCHASE AGREEMENT by and among ORIGIN AGRITECH LTD. as the Company STATE HARVEST HOLDINGS LIMITED BEIJING ORIGIN STATE HARVEST BIOTECHNOLOGY LIMITED BEIJING ORIGIN SEED LIMITED HENAN ORIGIN COTTON TECHNOLOGY DEVELOPMENT LIMITED CHANGCHUN ORIGIN...Notes Purchase Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2007 among Origin Agritech Ltd., a British Virgin Islands limited liability company (the “Company”), State Harvest Holdings Limited, a British Virgin Islands limited liability company wholly-owned by the Company (the “Guarantor”) and Citadel Equity Fund Ltd., as the initial purchaser (the “Purchaser”) of the Notes (defined below).
Guarantee Contract China Construction Bank Corporation Beijing BranchOrigin Agritech LTD • February 27th, 2008 • Agricultural production-crops
In order to ensure the execution of the “Renminbi Capital Loan Contract” (hereinafter referred to as the “Master Contract”, contract no.: No.018 Year 2007 123010 Zi) between Beijing Origin Seed Limited. (hereinafter referred to as the “Master Contract Debtor”) and Party B, Party A agrees to provide guarantee to secure all the lender’s right under the Master Contract. According to relevant laws, regulations and rules, Party A and Party B, upon negotiation, enter into this Contract for their mutual compliance and performance.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2007, by and among (i) (a) Origin Agritech Ltd., a British Virgin Islands limited liability company (the “Company”), (b) Dr. Han Gengchen, PRC ID No. 110223550623143 (“Dr. Han”), Mr. Yang Yasheng, PRC ID No. 350102630401035 (“Mr. Yang”) and Mr. Yuan Liang, Hong Kong ID No. P118142(8) (“Mr. Yuan”, and together with Dr. Han and Mr. Yang, the “Major Shareholders”) and (ii) Citadel Equity Fund Ltd. (“Citadel”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Notes Purchase Agreement (as defined below).
THIRD AMENDMENT OF REGISTRATION RIGHTS AGREEMENT February 6, 2008Registration Rights Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops • New York
Reference is made to that certain Registration Rights Agreement (as amended, the “Agreement”) entered into as of July 25, 2007 by and among Origin Agritech Ltd., a British Virgin Islands limited liability company (the “Company”), State Harvest Holdings Limited, a British Virgin Islands limited liability company wholly-owned by the Company (the “Guarantor”) and Citadel Equity Fund Ltd. (the “Purchaser”). All capitalized terms used in this amendment (this “Amendment”) but not defined herein shall have the meanings assigned to such terms in the Agreement.
Mortgage Contract China Construction Bank Corporation Beijing BranchOrigin Agritech LTD • February 27th, 2008 • Agricultural production-crops
In order to ensure the execution of the “Renminbi Capital Loan Contract” (hereinafter referred to as the “Master Contract”) between Beijing Origin Seed Limited. (hereinafter referred to as the “Debtor”) and Party B (contract no.: Year 2007 Zi 123010 No. 012) and the realization of creditor’s right of Party B, Party A desires to provide mortgage to secure the creditor’s right formed under the Master Contract between Party B and the Debtor. According to relevant laws, regulations and rules, Party A and Party B, upon negotiation, enter into this Contract for their mutual compliance and performance.
AMENDMENT OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops
Reference is made to that certain Registration Rights Agreement (the “Agreement”) entered into as of July 25, 2007 among Origin Agritech Ltd., a British Virgin Islands limited liability company (the “Company”), State Harvest Holdings Limited, a British Virgin Islands limited liability company wholly-owned by the Company (the “Guarantor”) and Citadel Equity Fund Ltd. All capitalized terms used but not defined therein shall have the meanings as set forth in the Agreement.
SECOND AMENDMENT OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops • New York
Reference is made to that certain Registration Rights Agreement (as amended, the “Agreement”) entered into as of July 25, 2007 by and among Origin Agritech Ltd., a British Virgin Islands limited liability company (the “Company”), State Harvest Holdings Limited, a British Virgin Islands limited liability company wholly-owned by the Company (the “Guarantor”) and Citadel Equity Fund Ltd. (the “Purchaser”). All capitalized terms used in this amendment (this “Amendment”) but not defined herein shall have the meanings assigned to such terms in the Agreement.
SHARE TRANSFER AGREEMENT December 25, 2006Share Transfer Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops
Party A agree to transfer his holdings of RMB 2,391,989 shares of Denong Zhengcheng Seed Limited (2.99% share of the registered capital of RMB 80,000,000), to Party B by a 1:1 ratio commencing from 21st December, 2006. Upon accepting Party A’s shares, Party B shall have relevant rights and obligations, shall not withdraw the foresaid fund in the operation of the company, and shall bear responsibility for breach of faith.
Mortgage AgreementMortgage Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops
Guarantee AgreementGuarantee Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops
In order to ensure the execution of the “Renminbi Capital Loan Contract” (hereinafter referred to as the “Master Contract”, contract no.: No.026 Year 2007 Zi 123010) between Beijing Origin Seed Limited. (hereinafter referred to as the “Master Contract Debtor”) and Party B, Party A agrees to provide guarantee to secure all the lender’s right under the Master Contract. According to relevant laws, regulations and rules, Party A and Party B, upon negotiation, enter into this Contract for their mutual compliance and performance.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • February 27th, 2008 • Origin Agritech LTD • Agricultural production-crops
This Share Transfer Agreement (hereinafter referred to as the “Agreement”) is entered into on ___, 2007 between the following parties:
