SEED 6-K
Origin Agritech LTD (SEED)
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 SEPTEMBER 2026
COMMISSION FILE NUMBER 000-51576
ORIGIN AGRITECH LIMITED
(Translation of registrant's name into English)
Origin R&D Center, Shuangbutou Village,
Xushuang Road, Songzhuang Town
Tongzhou District. Beijing China 101119
(Address of principal executive office)
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
Disposition of Equity Interest in Xinjiang Originbo Seed Limited
On September 8, 2026, Beijing Origin Agriculture Limited, an indirect consolidated subsidiary of Origin Agritech Limited (the "Company"), entered into an Equity Transfer Agreement (the "Agreement") with Hunan Xindaxin Limited ("Hunan Xindaxin") and Xinjiang Originbo Seed Limited ("Xinjiang Originbo"), pursuant to which Beijing Origin Agriculture will transfer, and Hunan Xindaxin will acquire, 70.5184% of the equity interests in Xinjiang Originbo (the "Target Equity Interest"), for a transfer price of RMB 108,000,000 (approximately US$15.0 million) (the "Transfer Price"), determined with reference to the valuation report issued by Xinjiang Woshi Asset Appraisal Firm (General Partnership) as of the valuation benchmark date of June 30, 2026. Xinjiang Originbo is a consolidated subsidiary of the Company held through Beijing Origin Agriculture.
Payment. The Transfer Price is payable in four installments: RMB 18,000,000 by December 31, 2026; RMB 30,000,000 by February 28, 2027; RMB 30,000,000 by April 30, 2027; and RMB 30,000,000 by June 30, 2027. As of the date of the Agreement, Beijing Origin Agriculture owed Hunan Xindaxin RMB 11.39 million, which is applied to satisfy RMB 11.39 million of the first installment, leaving RMB 6.61 million of that installment payable in cash.
Registration and management. The registration of the transfer will not be effected, and legal title to the Target Equity Interest will remain with Beijing Origin Agriculture, until the Transfer Price has been paid in full, with registration to be completed within 15 business days thereafter. From the date of the Agreement, however, the directors, supervisor, general manager and financial manager of Xinjiang Originbo are appointed by Hunan Xindaxin, and the company seals and chops of Xinjiang Originbo are delivered to and held and used by its designees. Pending payment in full, Beijing Origin Agriculture may not transfer, pledge or otherwise dispose of the Target Equity Interest, or create any encumbrance over it, without Hunan Xindaxin's prior written consent.
Related party transaction. Mr. Weibin Yan, the Company's Chief Executive Officer and the legal representative of Beijing Origin Agriculture, holds approximately 9.7549% of the equity interest in Hunan Xindaxin. The Agreement and the Lease Agreement, and the transactions contemplated thereby, constitute related party transactions.
Financial Statements. Beijing Origin Agriculture is disposing of all of its 70.5184% equity interest in Xinjiang Originbo in September 2026. The Xinjiang base has been used for hybrid crop seed production and processing, including external seed production services. Upon the transfer of control of Xinjiang Originbo to Hunan Xindaxin, the Company will deconsolidate Xinjiang Originbo and derecognize its assets and liabilities. On September 30, 2026, Beijing Origin Agriculture entered into a Seed Production Base Asset Lease Agreement with Xinjiang Originbo, pursuant to which Beijing Origin Agriculture leases back, as lessee, all of the buildings, structures, machinery, equipment and other assets comprising the base (506 asset items in total) for a term of five years commencing October 1, 2026, at an annual rent of RMB 4,000,000 payable quarterly in advance; the seed production and sales revenue generated at the base will continue to be recorded by Beijing Origin Agriculture. The Company will account for the transaction in accordance with ASC 842-40 upon the transfer of control, and the resulting gain, if any, will be determined at that time.
The foregoing description is qualified in its entirety by reference to the Equity Transfer Agreement, an English translation of which is filed as Exhibit 4.1 to this report. The Agreement was executed in Chinese and is governed by PRC law; the English translation is provided for convenience only, and in the event of any discrepancy the Chinese text prevails.
The description above of the Seed Production Base Asset Lease Agreement is qualified in its entirety by reference to the Lease Agreement, an English translation of which is filed as Exhibit 4.2 to this report. The Lease Agreement was executed in Chinese and is governed by PRC law; the English translation is provided for convenience only, and in the event of any discrepancy the Chinese text prevails.
Exhibits
| 4.1 | Equity Transfer Agreement dated as of September 8, 2026. |
| 4.2 | Seed Production Base Asset Lease Agreement dated as of September 30, 2026. |
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/ Weibin Yan | |
| Name: | Mr. Weibin Yan | |
| Title: | Chief Executive Officer | |
| Dated: September 30, 2026 | ||
Exhibit 4.1
Equity Transfer Agreement
Party A (Transferee): Hunan Xindaxin Limited
Unified Social Credit Code:
Address:
Legal Representative:
Party B (Transferor): Beijing Origin Agriculture Limited
Unified Social Credit Code:
Address:
Legal Representative:
Party C (Target Company): Xinjiang Originbo Seed Limited
Unified Social Credit Code:
Address:
Legal Representative:
Given:
1. Party B holds 70.5184% of the equity interest in Party C (hereinafter referred to as the “Target Equity”). As of the date of signing this Agreement, there are no restrictions on such equity interest, such as pledge, seizure, or freezing.
2. Party A intends to acquire the target equity held by Party B, and Party B intends to transfer such equity to Party A.
3. Party B has a debt to Party A, and Party B agrees to use such debt to offset part of the equity transfer price payable by Party A to Party B.
After friendly consultation among all parties, the following agreement has been reached regarding the equity transfer, which shall be jointly observed.
Article 1 Target Equity and Transfer Price
1.1 Party B agrees to transfer its 70.5184% equity interest in Party C to Party A, and Party A agrees to accept the transfer.
1.2 The parties agree that the transfer price of the target equity shall be determined with reference to the valuation report issued by Xinjiang Woshi Asset Appraisal Firm (General Partnership) (valuation benchmark date is June 30, 2026). The equity transfer price is RMB 108 million (in words: One Hundred and Eight Million Yuan).
Article 2 Payment Method
Party A shall make payment in installments as follows:
| Payment Node | Payment amount (RMB) | Payment time |
| Phase 1 | 18,000,000.00 | Before December 31, 2026 |
| Second issue | 30,000,000.00 | Before February 28, 2027 |
| Third issue | 30,000,000.00 | Before April 30, 2027 |
| Fourth phase | 30,000,000.00 | Before June 30, 2027 |
Specifically, as of the date of the contract’s execution, Party B still owes Party A an outstanding sum of RMB 11.39 million; the parties unanimously agree to offset this outstanding amount against the first installment of the transaction payment payable by Party A to Party B.
Article 3 Equity Transfer and Registration
3.1 The parties agree that the registration change procedures for the target equity shall not be processed until Party A has paid the full equity transfer price under Article 2 of this Agreement, and the target equity shall remain registered in Party B’s name.
3.2 The parties agree that, from the date of signing this Agreement, the senior management personnel of Party C, such as directors, supervisors, general manager, and financial manager, shall be appointed by Party A. Party C’s official seals and stamps shall be handed over to personnel designated by Party A for safekeeping and use.
3.3 Within 15 working days after Party A has paid the full equity transfer price, Party B shall cooperate with Party A to complete the industrial and commercial registration change procedures for the target equity and register the target equity under Party A’s name.
3.4 Before the full price is paid, without the written consent of Party A, Party B shall not transfer, pledge, donate or dispose of the target equity in any other way to any third party, nor shall it place any encumbrances on the target equity.
Article 4 Transitional Arrangements
4.1 From the effective date of this Agreement until the date of completion of the industrial and commercial registration change of the target equity (hereinafter referred to as the “Transition Period”), Party A shall ensure that Party C:
(1) Business operations shall be conducted within the normal scope of business operations, and no major asset disposals, external guarantees, major investments or major lending activities unrelated to normal business operations shall be carried out;
(2) No profit distribution shall be made, except with the written consent of Party B;
(3) Promptly inform Party B of any events that may have a significant impact on Party C’s financial condition or business operations.
4.2 During the transition period, Party A shall ensure that Party C conducts its business in accordance with past practices and prudent operating principles, and shall not intentionally harm Party C’s interests.
4.3 If Party A breaches this clause, Party A shall compensate Party B and Party C for all losses suffered as a result.
Article 5 Representations and Warranties
5.1 Representations and Warranties of Party B:
(1) Party B is a company duly established and validly existing under Chinese law and has full civil capacity to sign and perform this Agreement;
(2) Party B has legal, complete and unblemished ownership of the target equity, and the target equity is not subject to any pledge, seizure, freezing or other restrictions on rights, and there are no pending ownership disputes or controversies.
(3) Party B has been fully authorized by its internal decision-making body to sign this Agreement, and it does not violate its articles of association or any binding agreement, judgment or law, and has obtained the consent of Party C’s other shareholders;
(4) Party B has fully and completely disclosed to Party A Party C’s financial status, business operations, assets, liabilities and contingent liabilities, and there are no material omissions or false statements;
(5) There are no events that occurred before the effective date of this Agreement but were not disclosed to Party A during the transition period that could have a material adverse effect on Party C.
5.2 Representations and Warranties of Party A:
(1) Party A is a company duly established and validly existing under Chinese law and has full civil capacity to sign and perform this Agreement;
(2) Party A has been fully authorized by its internal decision-making body to sign this Agreement, and it does not violate its articles of association or any agreements, judgments or laws and regulations that are binding on it;
(3) Party A has the financial strength to pay the equity transfer price and is able to fulfill its payment obligations as stipulated in this Agreement.
Article 6 Tax and Fee Liability
All taxes and fees related to the equity transfer under this Agreement shall be borne by each party in accordance with the laws and regulations of the People’s Republic of China.
Article 7 Termination of Agreement
7.1 This Agreement may be terminated in writing upon mutual agreement of all parties.
7.2 Either party may terminate this Agreement by giving written notice to the other party if any of the following circumstances occur:
(1) The purpose of this Agreement cannot be achieved due to force majeure;
(2) If one party seriously breaches the provisions of this Agreement and fails to rectify the breach within 15 days after being urged in writing by the other party.
7.3 Upon termination of the agreement, any outstanding performance shall cease; for performance already completed, depending on the circumstances of performance and the nature of the contract, the parties may request restitution or take other remedial measures. Specifically, this includes:
(1) The debts that have been offset in accordance with Article 2, Clause 2.1 of this Agreement (i.e., the debts and interest owed by Party B to Party A) shall be restored to their original state, and Party B shall continue to be liable to Party for repayment;
(2) The amount already paid by Party A shall be refunded in full by Party B within 7 working days after the termination of the agreement;
(3) Neither party shall be liable for breach of contract (except for termination due to serious breach of contract by one party).
Article 8 Liability for Breach of Contract
8.1 If Party A fails to pay the equity transfer price in full and on time as stipulated in this Agreement, Party A shall pay Party B a penalty of 0.03% of the overdue amount for each day of delay; if the delay exceeds 30 days, Party B shall have the right to terminate this Agreement.
8.2 If Party B breaches this Agreement by refusing to cooperate with the equity transfer registration procedures or disposing of the target equity without authorization, Party A shall have the right to choose to require Party B to continue performing this Agreement or to terminate this Agreement. If Party A chooses to continue performing the agreement, Party B shall pay Party A a penalty of 0.03% of the total equity price per day for the overdue registration; if Party A chooses to terminate this Agreement, Party B shall refund all payments already made by Party A.
8.3 If Party B breaches Article 4 (Transitional Arrangements) or Article 5 (Representations and Warranties) of this Agreement, Party B shall indemnify Party A for all losses suffered as a result, and Party A shall have the right to deduct such losses directly from the outstanding equity transfer price.
Article 9 Force Majeure
9.1 If this Agreement cannot be performed due to force majeure events such as earthquakes, floods, wars, or government actions, the affected party shall promptly notify the other parties and provide relevant proof within 15 days.
9.2 If this Agreement cannot be performed due to force majeure, neither party shall be liable for breach of contract.
Article 10 Confidentiality
All parties shall strictly maintain the confidentiality of the contents of this Agreement and any other parties’ trade secrets learned during the transaction, and shall not disclose them to any third party without the other parties’ written consent, except as otherwise provided by law or regulation or required by regulatory authorities. This confidentiality obligation shall remain in effect for five years after the termination of this Agreement.
Article 11 Applicable Law and Dispute Resolution
11.1 The formation, validity, interpretation, performance and dispute resolution of this Agreement shall be governed by the laws of the People’s Republic of China.
11.2 Any dispute arising out of or relating to this Agreement shall be settled by the parties through negotiation. If the negotiation fails, either party shall have the right to bring a lawsuit in the people’s court with jurisdiction in the location of Party A.
Article 12 Other
12.1 For any matters not covered in this Agreement, the parties may enter into a written supplementary agreement, which shall have the same legal effect as this Agreement.
12.2 This Agreement is made in four copies, with each party holding one copy, and all copies have equal legal effect.
12.3 This Agreement shall come into effect on the date of signature and seal by all parties.
(The following is intentionally left blank)
Party A (Seal): Hunan Xindaxin Limited
Legal representative/authorized representative (signature): ______
Date: September 8, 2026
Party B (Seal): Beijing Origin Agriculture Limited
Legal representative/authorized representative (signature): ______
Date: September 8, 2026
Party C (Seal): Xinjiang Originbo Seed Limited
Legal representative/authorized representative (signature): ______
Date: September 8, 2026
Exhibit 4.2
Seed Production Base Asset Lease Agreement
Lessor (Party A): Xinjiang Originbo Seed Limited
Unified Social Credit Code:
Legal Representative:
Address:
Contact Person: ____________ Contact Number: ____________________
Lessee (Party B): Beijing Origin Agriculture Limited
Unified Social Credit Code:
Legal Representative:
Address:
Contact Person: ____________ Contact Number: ____________________
Given:
(A) Party A legally owns the production and processing equipment and buildings listed in Annex 1 of this Agreement located in Xinjiang (hereinafter referred to as the Leased Assets), and the ownership of the assets is clear and can be legally leased;
(B) Due to production and operation needs, Party B intends to lease the above-mentioned equipment from Party A for seed processing, storage and related production activities;
(C) Both parties confirm that their intention to enter into this Agreement is genuine and that there is no fraud, coercion, or material misunderstanding.
Accordingly, based on the provisions of the Civil Code of the People’s Republic of China and other relevant laws and administrative regulations, both parties have reached the following terms, which they shall jointly abide by:
Article 1 Definitions and Interpretations
Unless the context otherwise requires, the following terms shall have the following meanings:
1.1 This Agreement: refers to the main text of this Agreement, its annexes, and any supplementary agreements or amendments subsequently signed by both parties;
1.2 Leased Assets: refers to all equipment, facilities, and buildings listed in Annex 1, List of Leased Assets, of this Agreement;
1.3 Lease Term: refers to the five-year period commencing on October 1, 2026, and ending on September 30, 2031;;
1.4 Rental fee: refers to the annual rental fee payable by Party B to Party A for the use of the leased asset;
1.5 Day: Unless otherwise specified as working day, it refers to a calendar day; whenever written is mentioned, it includes, but is not limited to, paper documents, emails and electronic data confirmed by both parties.
Article 2 Scope of Leased Assets
Party A leases the following legally owned assets to Party B for use, as detailed in Appendix 1, List of Leased Assets :
2.1 Buildings and structures: including office buildings, living service buildings, peeling workshops, drying workshops, silos, corn cob silos, threshing workshops, cleaning workshops and warehouses, staff dormitories, roads and drying yards, walls, gates, pump rooms, water pools, traffic bridges, substations and related power facilities, plant area pipelines, etc., totaling 70 items;
2.2 Machinery and Equipment: Including a complete set of processing equipment such as the cleaning workshop production line, the threshing workshop production line, the drying workshop production line, and the grain cleaning and feeding section of the peeling workshop, totaling 367 items;
2.3 Electronic devices: including 49 items such as air conditioners and computers;
2.4 Transportation Equipment: Including vehicles, electric bicycles, etc., totaling 18 items;
2.5 Other equipment: including office desks and chairs, and floor-standing air conditioners, totaling 2 items;
2.6 Annex 1 is an integral part of this Agreement and has the same legal effect as the main text. If the quantity and specifications of the equipment listed in Annex 1 are inconsistent with the actual situation, both parties shall verify and correct them in writing.
Article 3 Lease Term
3.1 The lease term of this agreement is from October 1, 2026 to September 30, 2031, for a total of 5 years.
3.2 If Party B wishes to continue the lease upon its expiration, it shall submit a written application for renewal to Party A 30 days prior to the expiration date. A separate renewal agreement shall be signed upon mutual agreement. Under the same conditions, Party B shall have the right of first refusal.
3.3 If the lease cannot be performed on schedule due to force majeure or change of circumstances, the lease term may be extended accordingly upon written confirmation by both parties.
Article 4 Rent and Payment
4.1 The annual rent under this Agreement is RMB 4,000,000.00 (¥ 4,000,000.00), which includes the usage fee of the leased asset but does not include the operating costs incurred by Party B in using the leased asset, such as water, electricity, gas, fuel, labor, and maintenance consumables.
4.2 Payment Method and Time:
4.2.1 Rent shall be paid on a quarterly basis. Party B shall pay the initial rent of RMB 1,000,000.00 to Party A within ten (10) working days from the date of signing this Agreement; for subsequent payments, Party B shall pay the rent for the upcoming quarter ten (10) working days prior to the end of the current lease quarter. ;
4.3 Party A shall issue a valid and lawful invoice in compliance with national regulations within 10 working days after Party B makes the payment.
Article 5 Delivery and Acceptance of Equipment
5.1 Party A shall deliver the leased assets to Party B for use before October 1, 2026, by on-site delivery.
5.2 Upon delivery of the equipment, both parties shall jointly conduct an on-site inventory of the quantity, appearance, and operating status of the leased assets and sign the Equipment Handover Form.
5.3 During the lease term, the right to possess and use the leased assets belongs to Party B; the ownership remains with Party A, and Party B shall not transfer, sublease, mortgage, pledge, or create any encumbrances on the leased assets in any way.
Article 6 Use and Maintenance
6.1 Party B shall use the leased assets reasonably in accordance with the operating procedures and design purpose of the equipment, and shall not use them beyond their capacity or scope, nor use them for illegal or irregular activities.
6.2 During the lease term, Party B shall bear the costs associated with the routine maintenance and servicing of the leased assets, the replacement of wear-and-tear parts, and repairs for malfunctions; Party A shall bear the repair costs arising from natural wear and tear, or from damage to or major equipment failure of the leased assets caused by reasons other than the actions of Party B.
6.3 Party B shall cooperate with Party A in conducting necessary inspections of the leased assets. Party A shall notify Party B in advance of any inspections and shall try to avoid affecting Party B’s normal production.
6.4 If the leased assets are damaged or lost due to improper use or safekeeping by Party B, Party B shall be responsible for repair or compensation at the market replacement cost.
6.5 Water, electricity, gas and other expenses: During the lease term, the lessee shall bear the costs of water, electricity, gas, sanitation, safety and environmental protection testing, etc., incurred by the leased assets according to the actual usage and shall pay them to the relevant departments or the lessor on time.
Article 7 Rights and Obligations of Both Parties
7.1 Rights and obligations of Party A:
7.1.1 Guarantee that you have legal ownership or disposal rights over the leased assets, and that there are no disputes over ownership of the assets ;
7.1.2 Ensure that the leased assets are in a state of normal working order upon delivery and maintain continuous, normal operational functionality throughout the lease term;
7.1.3 The leased assets shall be delivered at the agreed time and shall not be taken back without cause.
7.2 Rights and obligations of Party B:
7.2.1 Pay rent as agreed and use and properly safeguard the leased assets;
7.2.2 Upon expiration of the lease term or termination of this Agreement, the equipment shall be returned to Party A in the condition it was in at the time of delivery (excluding normal wear and tear);
7.2.3 Without the written consent of Party A, the leased assets shall not be subleased, assigned, or subject to any encumbrances.
Article 8 Insurance and Safety
8.1 Party B may, at its own discretion, obtain insurance coverage against risks associated with the use of the leased assets during the lease term; the decision to obtain insurance does not affect Party B’s liability to compensate for equipment damage as stipulated in this Agreement. In the event that insurance proceeds are paid directly to Party A, such proceeds may be applied to offset the compensation payable by Party B.
8.2 Party B shall be responsible for on-site safety management during the use of the leased assets and shall formulate and implement corresponding safety operating procedures; Party B shall bear full responsibility for any safety accidents caused by Party B.
Article 9 Liability for Breach of Contract
9.1 If one party breaches the contract, the non-breaching party shall have the right to demand continued performance, take remedial measures or compensate for losses; the breaching party shall compensate the non-breaching party for the direct losses suffered as a result.
9.2 If Party B fails to pay the rent on time, a penalty of 0.01% of the overdue amount shall be paid per day, and the total penalty shall not exceed 5 % of the total rent under this agreement.
9.3 If Party A fails to deliver the leased asset within the agreed time or takes back the leased asset without cause, Party A shall pay Party B a penalty equivalent to one month’s rent.
Article 10 Modification, Assignment and Termination of Agreement
10.1 Any amendment or supplement to this Agreement shall be subject to the written agreement of both parties; neither party may assign its rights and obligations under this Agreement to any third party without the other party’s written consent. This Agreement may be terminated by mutual agreement in writing.
10.2 The non-breaching party shall have the right to terminate this Agreement and claim damages by written notice if any of the following circumstances occur:
10.2.1 If one party is in fundamental breach of contract and fails to rectify the breach within 15 days after being urged to do so;
10.2.2 If the purpose of this Agreement cannot be achieved due to force majeure;
10.2.3 Other circumstances for termination as stipulated by laws and regulations.
Article 11 Force Majeure
11.1 Force majeure refers to objective circumstances that are unforeseeable, unavoidable, and insurmountable, including but not limited to natural disasters, war, major epidemics, and government actions. If this Agreement cannot be performed or is delayed due to force majeure, the affected party shall notify the other party and provide proof within 15 days from the date of the occurrence of the force majeure, and may be partially or wholly exempted from liability accordingly.
Article 12 Dispute Resolution
12.1 Any dispute arising from this Agreement shall be settled amicably through negotiation between the parties. If such negotiation fails, either party may file a lawsuit with the people’s court with jurisdiction in the place where Party A is domiciled.
Article Thirteen: Notices and Service
13.1 Both parties acknowledge that the address, contact person and contact information set in the preamble of this Agreement are valid service information; any changes shall be notified to the other party in writing in advance, otherwise the parties shall bear the consequences thereof.
Article 14 Other Agreements
14.1 The annexes to this Agreement are an integral part of the Agreement and have the same legal effect as the main text.
14.2 This Agreement is made in quadruplicate, with each party holding two copies, all of which have equal legal effect.
14.3 This Agreement shall come into effect on the date of signature by both parties and affixation of their official seals (or contract seals).
| Lessor (Party A): Xinjiang Originbo Seed Limited | Lessee (Party B): Beijing Origin Agriculture Limited |
| (stamp) | (stamp) |
| Legal Representative/Authorized Representative (Signature):___________ | Legal Representative/Authorized Representative (Signature):____________ |
| Date of signing: September 30, 2026 | Date of signing: September 30, 2026 |