SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(a)
(Amendment
No. __)*
(Name
of
Issuer)
(Title
of
Class of Securities)
(CUSIP
Number)
With
a copy to:
YANG
Yasheng
c/o
Origin Agritech Limited
21
Shengmingyuan Road
Changping
District
Beijing,
China 102206
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with
a copy to:
Andrew
D. Hudders, Esq.
Graubard
Miller
600
Third Avenue - 32nd
Floor
New
York, New York 10016
(212)
816-8614
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box
o.
Note:
Schedules filed in paper shall include a signed original and five copies
of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
Persons
who respond to the collection of information contained in this form are not
required to respond unless for displays a current valid OMB control number.
SCHEDULE
13D
CUSIP
No. G67828106
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Page 2 of
6
Pages
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
YANG
Yasheng I.D.
No.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨ (b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Peoples
Republic of China
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
1,946,550
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8
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SHARED
VOTING POWER
-0-
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9
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SOLE
DISPOSITIVE POWER
1,946,550
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,946,550
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9
%
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14
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TYPE
OF REPORTING PERSON*
IN
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SCHEDULE
13D
CUSIP
No. G67828106
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Page 3 of
6
Pages
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Item
1. |
Security
and Issuer
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The
class
of equity securities to which this Statement on Schedule 13D relates is the
ordinary common shares, no par value (the “Common Stock”) of Origin Agritech
Limited, a British Virgin Islands company (the “Issuer”). The principal
executive office of the Issuer is 21 Shengmingyuan Road, Changping District,
Beijing, China 102206
Item
2. |
Identity
and Background.
|
(a) |
Yang
Yasheng, on behalf of his personal holding company, the record
holder,
Leekdon Limited, a BVI company, of which he is the sole shareholder,
director and officer.
|
(b) |
The
Reporting Person is an individual. The Reporting Persons’ business address
is 21 Shengmingyuan Road, Changping District, Beijing, China
102206.
|
(c) |
The
Reporting Person is the President, Treasurer, Chief Operating Officer
and
a director of the Issuer.
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(d) |
During
the past five years, the Reporting Person has not been convicted
in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e) |
During
the past five years, the Reporting Person has not been a party
to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is not subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or
mandating activities subject to, federal or state securities laws
or
finding any violation with respect to such laws.
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(f) |
The
Reporting Person is a citizen of the Peoples Republic of China.
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Item
3. |
Source
and Amount of Funds and Other
Consideration.
|
The
Reporting Person acquired the shares of the Issuer pursuant to a Stock Purchase
Agreement under which all the shares of State Harvest Holdings Limited, a
British Virgin Islands company (“State Harvest”), of which the Reporting Person
was a stockholder, were exchanged for shares of the Issuer. The exchange
was
consummated on November 8, 2005. The Reporting Person surrendered all of
his
shares of State Harvest in exchange for 1,946,550 shares of Common Stock
and a
cash payment. The shares are held through a corporation of which the Reporting
Person is the sole officer and director.
Under
the
terms of the Stock Purchase Agreement, the Reporting Person became the
President, Treasurer, Chief Operating Officer and a director of the
Issuer.
SCHEDULE
13D
CUSIP
No. G67828106
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Page 4 of
6
Pages
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In
connection with the exchange transaction, the Reporting Person and the other
two
senior executives of the Issuer entered into employment agreements with the
Issuer and a voting agreement with the Issuer. Under the voting agreement
the
Reporting Person and Dr. Han and Mr. Yuan have agreed that for three years
after
November 8, 2005, they will vote or cause to be voted all of their shares
of
Common Stock for Mr. Kerry Propper, currently a director of the Issuer, and
one
nominee of Mr. Propper’s, currently Mr. Steven Urbach, a current director of the
Issuer.
Item
4. |
Purpose
of Transaction
|
The
Reporting Person obtained the Common Stock for investment purposes. The
Reporting Person disclaims any membership in a group relating to the Issuer
except with respect to the potential for shared voting authority under the
voting arrangements described above in Item 3.
At
the
date of this Statement, the Reporting Person, except as set forth in this
Statement, for the terms of the Voting Agreement discussed in Item 3 above,
and
consistent with his position as a director and management of the Issuer,
does
not have any plans or proposals which would result in:
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer, except that the Reporting Person
may,
depending upon prevailing market prices or conditions, decide to increase
or
decrease its position in the Issuer through open market or privately negotiated
transactions with third parties:
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of the board of directors
or
management of the Issuer, including any plans or proposals to change the
number
or term of directors;
(e) Any
material change in the present capitalization or dividend policy of the
Issuer;
(f) Any
other
material change in the Issuer’s business or corporate structure;
(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which ay impede the acquisition of control of the Issuer by any
person;
(h) Causing
a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
SCHEDULE
13D
CUSIP
No. G67828106
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Page 5 of
6
Pages
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(i) A
class
of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) Any
action similar to any of those actions enumerated above.
Item
5. |
Interest
in Securities of the
Issuer.
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As
of
November 8, 2005, the Reporting Person beneficially owned 1,946,550 shares
of
the Issuer’s Common Stock (the “Shares”) representing approximately 12.9% of the
shares of the Issuer’s Common Stock issued and outstanding as of such date.
Transactions
by the Reporting Person in the Issuer’s Common Stock effected in the past 60
days are described in Item 3 above.
Item
6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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See
Item
3 above for a discussion of the voting agreement under which the Reporting
Person may have the right to vote shares of common stock held by various
shareholders of the common stock of the Issuer.
Item
7. |
Material
to be Filed as Exhibits.
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1. Voting
Agreement dated November 8, 2005, by and among Dr. Han, Messrs. Yang and
Yuan,
and the Issuer. Incorporated by reference from Registration Statement
333-124709, Item 10.24.
SCHEDULE
13D
CUSIP
No. G67828106
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Page 5 of
6
Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, we certify
that
the information set forth in this statement is true, complete and correct.
Dated:
November 8, 2005
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/s/
Yang Yasheng
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Yang
Yasheng
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