Origin Agritech LTD

Major Shareholding Notification • Dec 16, 2014

SC 13D/A 1 d838205dsc13da.htm SCHEDULE 13D AMENDMENT NO.2 SCHEDULE 13D AMENDMENT NO.2

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

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)

Liang Yuan

c/o C201 Shang Ao Century Building

Xisanqi, Haidian District

Beijing 100192, China

(86 10) 8269 4348

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 12, 2014

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. ¨

Note. Schedules filed in paper format 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.

(Continued on following pages)

(Page 1 of 7 pages)

• 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).

13D

CUSIP No. G67828106 Page 2 of 7 Pages

| 1 | Names of
reporting persons Liang Yuan | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ¨ (b) ¨ | |
| 3 | SEC use only | |
| 4 | Source of funds (see instructions) OO | |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ | |
| 6 | Citizenship or place of
organization The Hong Kong Special Administrative Region of
the People’s Republic of China | |
| Number of shares beneficially owned by each reporting person with | 7 | Sole voting power -2,356,918- |
| | 8 | Shared voting power -0- |
| | 9 | Sole dispositive power -2,356,918- |
| | 10 | Shared dispositive power -0- |
| 11 | Aggregate amount beneficially owned by each reporting person 2,356,918 | |
| 12 | Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨ | |
| 13 | Percent of class represented by amount
in Row 11 10.4% | |
| 14 | Type of reporting person IN | |

13D

CUSIP No. 81943P104 Page 3 of 7 Pages

| 1 | Names of
reporting persons Bonasmart Limited | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member
of a group (see instructions) (a) ¨ (b) ¨ | |
| 3 | SEC use only | |
| 4 | Source of funds (see instructions) OO | |
| 5 | Check if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ¨ | |
| 6 | Citizenship or place of
organization British Virgin Islands | |
| Number of shares beneficially owned by each reporting person with | 7 | Sole voting power -2,356,918- |
| | 8 | Shared voting power -0- |
| | 9 | Sole dispositive power -2,356,918- |
| | 10 | Shared dispositive power -0- |
| 11 | Aggregate amount beneficially owned by each reporting person 2,356,918 | |
| 12 | Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨ | |
| 13 | Percent of class represented by amount
in Row 11 10.4% | |
| 14 | Type of reporting person CO | |

This Amendment No. 2 (this “ Amendment ”) amends and supplements the Schedule 13D originally filed on November 16, 2005 and Amendment No. 1 filed by the Reporting Persons (as defined below) under Schedule 13D/A on November 19, 2014 (the “ Original Schedule 13D ” and, as amended and restated by this Amendment, this “ Schedule 13D ”).

Item 1. Security and Issuer

This Schedule 13D relates to the ordinary shares (the “ Ordinary Shares ”) of Origin Agritech Limited, a British Virgin Islands company (the “ Issuer ”). The principal executive offices of the Issuer are located at 21 Shengmingyuan Road, Changping District, Beijing 102206, The People’s Republic of China.

Item 5. Interest in Securities of the Issuer

(a)–(b) As of December 15, 2014, Bonasmart is the record holder of 2,356,918 Ordinary Shares of the Issuer representing approximately 10.4% of the issued and outstanding shares of the Issuer. Mr. Yuan is the beneficial owner of such 2,356,918 Ordinary Shares. The forgoing disclosure assumes that there are a total of 22,738,541 Ordinary Shares outstanding as of June 30, 2014 based on the information provided in the Issuer’s earnings release on Form 6-K filed with the Securities and Exchange Commission on August 4, 2014. Excluded in the foregoing number of shares are 45,000 shares underlying options held by Mr. Yuan.

Page 4 of 7

(c) Item 5(c) of the Statement is amended and supplemented by inserting the following information:

From October 21, 2014 to December 15, 2014, Bonasmart disposed of 346,581 shares of the Issuser in a series of transactions at prices ranging from $1.2311 to $2.1958 per share in open market transactions on Nasdaq. Details by date, the number of shares disposed of and the price per share are provided below.

Date		Price per Share
October 21, 2014	12,600	$ 2.1958
October 22, 2014	8,100	$ 2.1831
October 23, 2014	15,500	$ 2.1808
October 24, 2014	1,400	$ 2.1807
November 11, 2014	5,444	$ 1.7251
November 14, 2014	8,822	$ 1.6449
November 17, 2014	21,649	$ 1.6349
November 18, 2014	2,200	$ 1.6214
November 19, 2014	3,093	$ 1.6206
November 20, 2014	2,900	$ 1.6365
November 21, 2014	6,973	$ 1.6383
November 24, 2014	30,100	$ 1.6681
November 25, 2014	9,200	$ 1.6641
November 26, 2014	17,300	$ 1.6406
November 28, 2014	5,300	$ 1.6172
December 2, 2014	36,000	$ 1.5288
December 3, 2014	50,000	$ 1.4108
December 4, 2014	50,000	$ 1.3101
December 12, 2014	30,000	$ 1.2704
December 15, 2014	30,000	$ 1.2311

Except as set forth in this Item 5, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 7. Material to Be Filed as Exhibits

1. Agreement of Joint Filing by Liang Yuan and Bonasmart Limited.

Page 5 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 16, 2014

Liang Yuan	/s/ Liang Yuan
	Liang Yuan
Bonasmart Limited	/s/ Liang Yuan
	Name:	Liang Yuan
	Title:	Director

Page 6 of 7

INDEX TO EXHIBITS

1. Agreement of Joint Filing by Liang Yuan and Bonasmart Limited.

Page 7 of 7