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.
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.
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.
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ORIGIN AGRITECH
LIMITED |
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|
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By: |
/s/
Weibin Yan |
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Name: |
Mr. Weibin Yan |
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Title: |
Chief Executive Officer |
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| Dated: September 30, 2026 |
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