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                               August 19, 2022

       Han Gengchen
       Chairman and Chief Executive Officer
       Origin Agritech Limited
       No. 21 Sheng Ming Yuan Road
       Changping District, Beijing 102206
       People's Republic of China

                                                        Re: Origin Agritech
Limited
                                                            Amendment No. 1 to
Form 20-F for Fiscal Year Ended September 30, 2021
                                                            Filed August 8,
2022
                                                            File No. 000-51576

       Dear Dr. Gengchen:

              We have reviewed your August 8, 2022 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       July 8, 2022 letter.

       Amendment No. 1 to Form 20-F for Fiscal Year Ended September 30, 2021

       Introduction
       Corporate Structure, page 3

   1.                                                   We note disclosure
stating that you are a holding company incorporated in the British
                                                        Virgin Islands with all
of your operations located in China. We also note that some of
                                                        these operations are
conducted through a variable interest enterprise, or VIE. Please
                                                        include a
cross-reference to your detailed discussion of risks facing the company as a
                                                        result of your
operating structure.
   2.                                                   Please revise to
discuss how recent statements and regulatory actions by China   s
                                                        government, such as
those related to the use of variable interest entities and data security
 Han Gengchen
FirstName LastNameHan
Origin Agritech Limited Gengchen
Comapany
August 19, NameOrigin
           2022        Agritech Limited
August
Page 2 19, 2022 Page 2
FirstName LastName
         or anti-monopoly concerns, have or may impact the company   s ability
to conduct its
         business, accept foreign investments, or list on a U.S. or other
foreign exchange. Please
         also disclose whether your auditor is subject to the determinations
announced by the
         PCAOB on December 16, 2021 and whether and how the Holding Foreign
Companies
         Accountable Act and related regulations will affect your company.
3.       Please revise to provide a more detailed description of how cash is
transferred through
         your organization and disclose your intentions to distribute earnings.
Discuss whether you
         have specific cash management policies and procedures in place that
dictate how funds are
         transferred through your organization. If you have cash management
policies and
         procedures, please add a related description here. Please also provide
cross-references to
         the condensed consolidating schedule and the consolidated financial
statements.
4.       Please refrain from implying that the contractual agreements are
equivalent to equity
         ownership in the business of the VIE. Any references to control or
benefits that accrue to
         you because of the VIE should be limited to a clear description of the
conditions you have
         satisfied for consolidation of the VIE under U.S. GAAP. Additionally,
your disclosure
         should clarify that you are the primary beneficiary of the VIE for
accounting purposes.
         Please also disclose, if true, that the VIE agreements have not been
tested in a court of
         law.
Corporate Structure , page 3

5.       We note that the consolidated VIEs constitute a material part of your
consolidated
         financial statements. Please provide in tabular form a condensed
consolidating schedule
         that disaggregates the operations and depicts the financial position,
cash flows, and results
         of operations as of the same dates and for the same periods for which
audited consolidated
         financial statements are required. The schedule should present major
line items, such as
         revenue and cost of goods/services, and subtotals and disaggregated
intercompany
         amounts, such as separate line items for intercompany receivables and
investment in
         subsidiary. The schedule should also disaggregate the parent company,
the VIEs and its
         consolidated subsidiaries, the WFOEs that are the primary beneficiary
of the VIEs, and an
         aggregation of other entities that are consolidated. The objective of
this disclosure is to
         allow an investor to evaluate the nature of assets held by, and the
operations of, entities
         apart from the VIE, as well as the nature and amounts associated with
intercompany
         transactions. Any intercompany amounts should be presented on a gross
basis and when
         necessary, additional disclosure about such amounts should be included
in order to make
         the information presented not misleading.

Item 3. Key Information
Risk Factors, page 7

6.       Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of the VIE structure do not
comply with PRC
 Han Gengchen
FirstName LastNameHan
Origin Agritech Limited Gengchen
Comapany
August 19, NameOrigin
           2022        Agritech Limited
August
Page 3 19, 2022 Page 3
FirstName LastName
         regulations, or if these regulations change or are interpreted
differently in the future,
         your securities may decline in value or become worthless if the
determinations, changes,
         or interpretations result in your inability to assert contractual
control over the assets of
         your PRC subsidiaries or the VIEs that conduct all or substantially
all of your operations.
7.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your securities. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of your securities to significantly decline or be
worthless.
Item 5. Operating and Financial Review and Prospects
Results of Operations - Revenues , page 47

8.       We reference your response to comment 2. You indicate that the decline
in revenue in
         fiscal year 2021 was mainly due to significant scrap sales in fiscal
year 2020. However,
         we note from page 47 that the scrap sales increased for fiscal year
2021. In addition,
         revenue from hybrid corn seed decreased significantly in fiscal 2021
compared to fiscal
         2020. Please revise to clarify the reason for the significant decline
in revenues in fiscal
         2021. Please also revise to explain the reason for the significant
decline in revenues in
         fiscal 2020 compared to fiscal 2019.
General and Administrative , page 48

9.       We note your response to comment 1. Fiscal year 2021 general and
administrative
         expenses were approximately RMB15.2 million higher than the prior
year, most of which
         appears to relate to the increase in the bad debt provision. Please
clarify the reason for the
         significant increase in the bad debt provision during the year. In
addition, clarify the
         impairments recorded in fiscal 2021 and the reason for the
impairments. We note from
         page F-7 that most of the impairment appears to relate to property and
equipment.
         However, your discussion on page 48 indicates that the impairment is
for land use right
         and intangible assets related to Xinjiang Origin. In addition,
quantify and discuss each of
         the reasons for the significant increase in general and administrative
expenses in fiscal
         2020 compared to 2019.
       You may contact Christie Wong at 202-551-3684 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Celeste Murphy at 202-551-3257 with any
other
questions.
 Han Gengchen
Origin Agritech Limited
August 19, 2022
Page 4


FirstName LastNameHan Gengchen         Sincerely,
Comapany NameOrigin Agritech Limited
                                       Division of Corporation Finance
August 19, 2022 Page 4                 Office of Life Sciences
FirstName LastName