Origin Agritech LTD — Major Shareholding Notification 2009

Feb 13, 2009

SC 13G/A 1 v138655_13ga.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.4 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

| 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. 2)*
Origin
Agritech Limited
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
G67828106
(CUSIP
Number)
December
31, 2008
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 17

CUSIP No. G67828106 13G Page 2 of 17 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above. | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. | | | 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 9.0% 1 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON OO; HC | |

1 Based on 23,013,702 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 August 28, 2008.

Page 2 of 17

CUSIP No. G67828106 13G Page 3 of 17 Pages

| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Investment Group II, 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | | | 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 9.0% 2 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON OO; HC | |

2 See footnote 1 above.

Page 3 of 17

CUSIP No. G67828106 13G Page 4 of 17 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | | | 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 9.0% 3 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON PN; HC | |

3 See footnote 1 above.

Page 4 of 17

CUSIP No. G67828106 13G Page 5 of 17 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above. | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | | | 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 9.0% 4 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON IN; HC | |

4 See footnote 1 above.

Page 5 of 17

CUSIP No. G67828106 13G Page 6 of 17 Pages

| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Holdings I LP | | | --- | --- | --- | | 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | | | 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 9.0% 5 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON PN; HC | |

5 See footnote 1 above.

Page 6 of 17

CUSIP No. G67828106 13G Page 7 of 17 Pages

| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Holdings II LP | | | --- | --- | --- | | 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above. | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | | | 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 9.0% 6 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON PN; HC | |

6 See footnote 1 above.

Page 7 of 17

CUSIP No. G67828106 13G Page 8 of 17 Pages

| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Advisors LLC | | | --- | --- | --- | | 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | | | 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 9.0% 7 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON OO; HC | |

7 See footnote 1 above.

Page 8 of 17

CUSIP No. G67828106 13G Page 9 of 17 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | | | 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 9.0% 8 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON CO | |

8 See footnote 1 above.

Page 9 of 17

CUSIP No. G67828106 13G Page 10 of 17 Pages

| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Derivatives Group LLC | | | --- | --- | --- | | 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | | | 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 9.0% 9 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON OO; BD | |

9 See footnote 1 above.

Page 10 of 17

CUSIP No. G67828106 13G Page 11 of 17 Pages

| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Derivatives Trading 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 2,269,505 shares | | | 7. | SOLE DISPOSITIVE POWER 0 | | | 8. | SHARED DISPOSITIVE POWER See Row 6 above | | 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above | | | 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 9.0% 10 as of December 31, 2008 | | | 12. | TYPE OF REPORTING PERSON CO | |

10 See footnote 1 above.

Page 11 of 17

CUSIP No. G67828106 13G Page 12 of 17 Pages

| Item 1(a) | Name of Issuer: | | --- | --- | | 1(b) | Address of Issuer’s Principal Executive Offices: | | | No. 21 Sheng Ming Yuan Road | | | Changping District, Beijing, China 102206 | | Item 2(a) | Name of Person Filing ( 11 ) | | Item 2(b) | Address of Principal Business Office | | Item 2(c) | Citizenship |

| Citadel

Investment Group, L.L.C.
131
S. Dearborn Street
32nd
Floor
Chicago,
Illinois 60603
Delaware
limited liability company
Citadel
Investment Group II, L.L.C.
131
S. Dearborn Street
32nd
Floor
Chicago,
Illinois 60603
Delaware
limited liability company
Citadel
Limited Partnership
131
S. Dearborn Street
32nd
Floor
Chicago,
Illinois 60603
Delaware
limited partnership
Kenneth
Griffin
131
S. Dearborn Street
32nd
Floor
Chicago,
Illinois 60603
U.S.
Citizen
Citadel
Holdings I LP
c/o
Citadel Investment Group II, L.L.C.
131
S. Dearborn Street
32nd
Floor
Chicago,
Illinois 60603
Delaware
limited partnership

11 Citadel Holdings Ltd., a Cayman Islands company (“CH”), is majority owned by Citadel Kensington Global Strategies Fund Ltd., a Bermuda company (“CKGSF”). Citadel Equity Fund Ltd. (“CEF”) is a subsidiary of CH. CKGSF and CH do not have control over the voting or disposition of securities held by CEF. Citadel Derivatives Group LLC (“CDG”) is majority owned by Citadel Derivatives Group Investors, LLC, a Delaware limited liability company (“CDGI”). CDGI does not have control over the voting or disposition of securities held by CDG. Citadel Derivatives Trading Ltd. (“CDT”) is majority owned by CLP Holdings LLC, a Delaware limited liability company (“CLPH”). CLPH does not have control over the voting or disposition of securities held by CDT.

Page 12 of 17

CUSIP No. G67828106 13G Page 13 of 17 Pages

| Citadel

Holdings II LP
c/o
Citadel Investment Group II, L.L.C.
131
S. Dearborn Street
32nd
Floor
Chicago,
Illinois 60603
Delaware
limited partnership
Citadel
Advisors LLC
c/o
Citadel Investment Group II, L.L.C.
131
S. Dearborn Street
32nd
Floor
Chicago,
Illinois 60603
Delaware
limited liability 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
Citadel
Derivatives Group LLC
c/o
Citadel Investment Group II, L.L.C.
131
S. Dearborn Street
32nd
Floor
Chicago,
Illinois 60603
Delaware
limited liability company
Citadel
Derivatives Trading Ltd.
c/o
Citadel Investment Group II, L.L.C.
131
S. Dearborn Street
32nd
Floor
Chicago,
Illinois 60603
Cayman
Islands company

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) | o | Broker or dealer registered under Section 15 of the Exchange Act; | | --- | --- | --- | | (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act; | | (c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act; |

Page 13 of 17

CUSIP No. G67828106 13G Page 14 of 17 Pages

| (d) | o | Investment company registered under Section 8 of the Investment Company Act; | | --- | --- | --- | | (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | | (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | | (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | | (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | | (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | | (j) | o | 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. x

Item 4 Ownership:

| CITADEL

INVESTMENT GROUP, L.L.C.
CITADEL
INVESTMENT GROUP II, L.L.C.
CITADEL
LIMITED PARTNERSHIP
KENNETH
GRIFFIN
CITADEL
HOLDINGS I LP
CITADEL
HOLDINGS II LP
CITADEL
ADVISORS LLC
CITADEL
EQUITY FUND LTD.
CITADEL
DERIVATIVES GROUP LLC
CITADEL
DERIVATIVES TRADING LTD.

(a) Amount beneficially owned:

2,269,505 shares

(b) Percent of Class:

Approximately 9.0% 12 as of December 31, 2008

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:

0

12 See footnote 1 above.

Page 14 of 17

CUSIP No. G67828106 13G Page 15 of 17 Pages

(ii) shared power to vote or to direct the vote:

See Item 4(a) above

(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

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.

• John C. Nagel 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 24, 2006, 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 for Morgans Hotel Group Co.

Page 15 of 17

CUSIP No. G67828106 13G Page 16 of 17 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 13th day of February, 2009.

KENNETH GRIFFIN By: /s/ John C. Nagel John C. Nagel, attorney-in-fact* CITADEL LIMITED PARTNERSHIP By: Citadel Investment Group, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL DERIVATIVES GROUP LLC By: Citadel Holdings I LP, its Manager By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL INVESTMENT GROUP II, L.L.C. By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL HOLDINGS I LP By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL EQUITY FUND LTD. By: Citadel Advisors LLC, its Portfolio Manager By: Citadel Holdings II LP, its Sole Managing Member By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL INVESTMENT GROUP, L.L.C. By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL DERIVATIVES TRADING LTD. By: Citadel Advisors LLC, its Portfolio Manager By: Citadel Holdings II LP, its Sole Managing Member By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory

Page 16 of 17

CUSIP No. G67828106 13G Page 17 of 17 Pages

CITADEL HOLDINGS II LP By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL ADVISORS LLC By: Citadel Holdings II LP, its Sole Managing Member By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory

Page 17 of 17