UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
 
 
Origin Agritech Limited
  
 
(Name of Issuer)
  
     
 
Common Stock
  
 
(Title of Class of Securities)
  
 
 
 
G67828106
  
 
(CUSIP Number)
  
     
 
July 25, 2007
  
 
Date of Event Which Requires Filing of the Statement
  
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
 
*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).
 

Page 1 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 2 of 12 Pages
 
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Limited Partnership
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
 
(b)    o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
2,605,203 shares(1)
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.(1)
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.(1)
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 9.99% as of the date of this filing(1)
 
12.
 
TYPE OF REPORTING PERSON
PN; HC

Page 2 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 3 of 12 Pages
 

 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Investment Group, L.L.C.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
(b)    o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
2,605,203 shares(1)
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.(1)
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.(1)
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 9.99% as of the date of this filing(1)
 
12.
 
TYPE OF REPORTING PERSON
OO; HC

Page 3 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 4 of 12 Pages
 

 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Kenneth Griffin
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
 
(b)    o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
2,605,203 shares(1)
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.(1)
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.(1)
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 9.99% as of the date of this filing(1)
 
12.
 
TYPE OF REPORTING PERSON
IN; HC

Page 4 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 5 of 12 Pages
 

 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Investment Group (Hong Kong) Limited
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
 
(b)    o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong company
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
2,605,203 shares(1)
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.(1)
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.(1)
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 9.99% as of the date of this filing(1)
 
12.
 
TYPE OF REPORTING PERSON
CO


Page 5 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 6 of 12 Pages
 

 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Equity Fund Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)    x
 
(b)    o
 
3.
 
SEC USE ONLY
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands company
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
2,605,203 shares(1)
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.(1)
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.(1)
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 9.99% as of the date of this filing(1)
 
 
12.
 
 
TYPE OF REPORTING PERSON
CO

Page 6 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 7 of 12 Pages
 

(1)
Based on 23,472,910 outstanding shares of the Issuer’s common stock, as reported in the Issuer’s Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission on May 24, 2007. As of July 25, 2007, the Reporting Persons beneficially owned $40,000,000 in principal amount of the Issuer’s 1.0% Guaranteed Senior Secured Convertible Notes due 2012 (the “Notes”), collectively convertible into 3,478,260 shares (the “Note Shares”) of Issuer’s common stock. Notwithstanding the foregoing, the number of shares beneficially owned by the Reporting Persons is equal to 2,605,203, or 9.99% of the issued and outstanding shares of the Issuer’s common stock because, pursuant to an Investor Rights Agreement, dated as of July 25, 2007, by and among Citadel Equity Fund Ltd., the Issuer, Dr. Han Gengchen, Mr. Yang Yasheng and Mr. Yuan Liang, in no event shall the Reporting Persons be entitled to convert any portion of the Notes for any number of Note Shares that, upon giving effect to such conversion, would cause the aggregate number of shares of the Issuer’s common stock owned by the Reporting Persons to exceed 9.99% of the outstanding shares of the Issuer’s common stock immediately after giving effect to such conversion.



Page 7 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 8 of 12 Pages
 
Item 1(a)
Name of Issuer:    Origin Agritech Limited
 
1(b)
Address of Issuer’s Principal Executive Offices:
     
   
No. 21 Sheng Ming Yuan Road
   
Changping District, Beijing 102206
   
China
     
Item 2(a)
Name of Person Filing2 
Item 2(b)
Address of Principal Business Office
Item 2(c)
Citizenship
 
 
Citadel Limited Partnership
 
131 S. Dearborn Street
 
32nd Floor
 
Chicago, Illinois 60603
 
Delaware limited partnership
   
 
Citadel Investment Group, L.L.C.
 
131 S. Dearborn Street
 
32nd Floor
 
Chicago, Illinois 60603
 
Delaware limited liability company
   
 
Kenneth Griffin
 
131 S. Dearborn Street
 
32nd Floor
 
Chicago, Illinois 60603
 
U.S. Citizen
   
 
Citadel Investment Group (Hong Kong) Limited
 
c/o Citadel Investment Group, L.L.C.
 
131 S. Dearborn Street
 
32nd Floor
 
Chicago, Illinois 60603
 
Hong Kong company
   
 
Citadel Equity Fund Ltd.
 
c/o Citadel Investment Group, L.L.C.
 
131 S. Dearborn Street
 
32nd Floor
 
Chicago, Illinois 60603
 
Cayman Islands company
2 
Citadel Holdings Ltd., a Cayman Islands company (“CH”), is a subsidiary of Citadel Wellington LLC, a Delaware limited liability company (“CW”), and Citadel Kensington Global Strategies Fund Ltd., a Bermuda company (“CKGSF”). Citadel Equity Fund Ltd. (“CEF”) is a subsidiary of CH. None of CW, CKGSF or CH has any control over the voting or disposition of securities held by CEF.

Page 8 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 9 of 12 Pages
 
2(d) Title of Class of Securities:
 
Common Stock, no par value
 
2(e) CUSIP Number:        G67828106
 
Item 3  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
[__]
Broker or dealer registered under Section 15 of the Exchange Act;
 
 
(b)
[__]
Bank as defined in Section 3(a)(6) of the Exchange Act;
 
 
(c)
[__]
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
 
(d)
[__]
Investment company registered under Section 8 of the Investment Company Act;
 
 
(e)
[__]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
 
(f)
[__]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
[__]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
 
(h)
[__]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
[__]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
[__]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
If this statement is filed pursuant to Rule 13d-1(c), check this box.
 
Item 4  Ownership:
 
CITADEL LIMITED PARTNERSHIP
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL INVESTMENT GROUP (HONG KONG) LIMITED
CITADEL EQUITY FUND LTD.

(a)    Amount beneficially owned:
 
2,605,203 shares(1)
 

Page 9 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 10 of 12 Pages
 

 
(b)    Percent of Class: 
 
Approximately 9.99% as of the date of this filing(1)
 
(c)    Number of shares as to which such person has:
 
(i)   sole power to vote or to direct the vote:
 
     
0
 
(ii)   shared power to vote or to direct the vote:
 
See Item 4(a) above.(1)
 
(iii)   sole power to dispose or to direct the disposition of:
 
     
0
 
(iv)   shared power to dispose or to direct the disposition of:
 
See Item 4(a) above.(1)
 
Item 5    Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6    Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7    Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding
                       Company:

See Item 2 above.

Item 8    Identification and Classification of Members of the Group:

Not Applicable.

Item 9    Notice of Dissolution of Group:

Not Applicable.

Item 10    Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

Page 10 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 11 of 12 Pages
 

 
* Matthew B. Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 4, 2005, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G/A for Komag, Incorporated.
 

Page 11 of 12
 
 
 
 
 
Cusip No. G67828106
13G
Page 12 of 12 Pages
 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated this 1st day of August, 2007

KENNETH GRIFFIN
 
By: /s/ Matthew B. Hinerfeld          
Matthew B. Hinerfeld, attorney-in-fact*
 
CITADEL LIMITED PARTNERSHIP
 
By: Citadel Investment Group, L.L.C.,
its General Partner
 
By: /s/ Matthew B. Hinerfeld          
Matthew B. Hinerfeld, Managing
Director and Deputy General Counsel
 
CITADEL INVESTMENT GROUP (HONG KONG) LIMITED
 
By: Citadel Investment Group, L.L.C.,
its Sole Shareholder
 
By: /s/ Matthew B. Hinerfeld          
Matthew B. Hinerfeld, Managing
Director and Deputy General Counsel
CITADEL EQUITY FUND LTD.
 
By: Citadel Limited Partnership,
its Portfolio Manager
 
By: Citadel Investment Group, L.L.C.,
its General Partner
 
By: /s/ Matthew B. Hinerfeld           
Matthew B. Hinerfeld, Managing
Director and Deputy General Counsel
 
CITADEL INVESTMENT GROUP, L.L.C.
 
By: /s/ Matthew B. Hinerfeld          
Matthew B. Hinerfeld, Managing
Director and Deputy General Counsel


Page 12 of 12