SEED Origin Agritech Ltd

 

 

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 May 2024

 

COMMISSION FILE NUMBER 000-51576

 

ORIGIN AGRITECH LIMITED

(Translation of registrant's name into English)

 

No. 21 Sheng Ming Yuan Road, Changping District, Beijing 102206

(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.

 

Form 20-F x        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.

 

Yes ¨            No x

 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- 

 

 

 

Unaudited Results of Operations

 

Furnished herewith on behalf of the Company are the following:

 

(a)

Financial Results Overview

 

(b)

Unaudited Financial Statements:

 

-

Condensed Statements of Income and Comprehensive Income (Unaudited) for the Six Months Ended June 30, 2023 and 2024

 

-

Condensed Consolidated Balance Sheets as of Spetember 30, 2023and June 30, 2024 (Unaudited)

 

-

Condensed Consolidated Statements of Equity (Unaudited) for the Six Months Ended June 30, 2023 and 2024

 

-

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2023 and 2024

 

-

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Origin Agritech Limited has issued its unaudited financial results for the six months ended March 31, 2024. See the attached Exhibit 99.1.

 

 

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.

 

	ORIGIN AGRITECH LIMITED
	By:	/s/ Han Gengchen
	Name:	Han Gengchen
	Title:	Chief Executive Officer

 

Dated: May 14, 2024

 

 

	Exhibit Index
The following exhibits are filed as part of this Form 6-K
Exhibit No.	Description of Exhibit
99.1	Unaudited Financial Results for the six months ended March 31, 2024

 

 

 

Exhibit 99.1

 

Origin Agritech Limited (“Origin” or the “Company”), an agriculture technology company in China, is filing its unaudited financial results for the first half of FY2024 ended March 31, 2024, prepared in accordance with United States generally accepted accounting principles.

 

FINANCIAL RESULTS OVERVIEW

 

The Company reported net revenue of RMB92.0 million (US$13.0 million) during the first half year of FY2024, compared to RMB66.1 million for the first half year of FY2023.

 

Total operating expenses for the first half year of FY2024 were RMB13.4 million (US$1.9 million), down 10% from RMB15.0 million for the same period a year ago. Selling and marketing expenses for the first half year of FY2024 were RMB3.5 million (US$0.5 million), compared to RMB3.9 million a year ago. General and administrative expenses decreased 19% to RMB6.7 million (US$ 1.0 million), down from RMB8.3 million a year ago. Research and development expenses for the first half year of FY2024 were RMB3.2 million (US$0.5 million), up 13% from RMB2.8 million a year ago.

 

Total operating income for the first half year of FY2024 was RMB4.3 million (US$0.6 million), compared to total operating loss of RMB0.2 million reported a year ago.

 

The interest expense during the first half year of FY2024 was RMB0.4 million (US$0.1 million), compared to interest income of RMB0.02 million reported a year ago. There was no rental income during the first half year of FY2024.

 

Net profit attributable to the Company for the first half year of FY2024 was RMB1.4 million (US$0.2 million), compared to the net loss of RMB1.1 million a year ago.

 

Income per ordinary share for the first half of FY2024 was RMB0.21 (or US$0.03), compared to the loss per share of RMB0.17 during the same period a year ago.

 

Balance Sheet

 

As of March 31, 2024, cash and cash equivalents were RMB10.4 million (US$1.5 million), a decrease of RMB13.3million from the cash and cash equivalents of RMB23.7 million as of September 30, 2023.

 

As of March 31, 2024, there was no current portion of long-term debt. Advances from customers were RMB84.7 million (US$11.9 million), compared to RMB114.8 million as of September 30, 2023.

 

As of March 31, 2024, total current assets were RMB123.8 million (US$17.5 million) and non-current assets was RMB99.6 million (US$14.0 million).

 

As of March 31, 2024, total current liabilities were RMB293.7 million (US$41.4 million).

 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) 

(In thousands, except share data)

 

				Six Months Ended March 31,
					2,023				2,024				2,024
					RMB'000				RMB'000				USD'000
		Notes			(Unaudited)				(Unaudited)				(Unaudited)
Revenues					66,093				92,040				12,973
Cost of revenues					(51,303	)			(74,335	)			(10,477	)
Gross profit					14,790				17,705				2,496
Operating expenses:
Selling and marketing					(3,871	)			(3,519	)			(496	)
General and administrative					(8,260	)			(6,704	)			(945	)
Research and development					(2,841	)			(3,220	)			(454	)
Total operating expenses, net					(14,972	)			(13,443	)			(1,895	)
Income (loss) from operations					(182	)			4,262				601
Interest income (expense), net					19				(428	)			(60	)
Rental income		1			5,302				-				-
Other non-operating income, net					237				1,491				210
Income before income taxes from operations					5,376				5,325				751
Income tax expense		2			(155	)			(39	)			(5	)
Net income					5,221				5,286				746
Less: Net income attributable to non-controlling interests					6,288				3,931				554
Net income (loss) attributable to Origin Agritech Ltd.					(1,067	)			1,355				192
Other comprehensive income (loss):
Net income					5,221				5,286				746
Foreign currency translation difference					(325	)			104				15
Comprehensive income					4,896				5,390				761
Less: Comprehensive loss attributable to non-controlling interests					6,288				3,931				554
Comprehensive income (loss) attributable to Origin					(1,392	)			1,459				207
Basic and diluted net loss per share attributable to Origin Agritech Limited		3			(0.17	)			0.21				0.03
Shares used in calculating basic and diluted net income (loss) per share					6,214,744				6,321,107				6,321,107

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share data)
					3/31/2023			9/30/2023				3/31/2024
					RMB'000				RMB'000				RMB'000				US$'000
		Notes			(Unaudited)				(Audited)				(Unaudited)				(Unaudited)
Assets
Current assets:
Cash and cash equivalents					14,402				23,708				10,416				1,468
Accounts receivable					2,296				839				4,124				581
Due from related parties		4			16,283				20,382				23,411				3,300
Advances to suppliers		5			23,395				71,617				49,192				6,933
Advances to growers					21				-				-				-
Inventories		6			11,217				13,039				25,697				3,622
Other current assets		7			26,893				12,197				10,998				1,550
Total current assets					94,507				141,782				123,838				17,454
Land use rights, net					1,761				3,258				3,225				455
Plant and equipment, net		8			46,073				21,102				22,616				3,188
Long-term investment		9			1,690				66,648				67,484				9,511
Acquired intangible assets, net					2,597				-				-				-
Lease Asset					1,555				821				627				88
Other assets					-				4,895				5,625				793
Total assets					148,183				238,506				223,415				31,489
Liabilities, minority interests and shareholders’equity
Current liabilities:
Current portion of long-term borrowings					137,660				-				-				-
Accounts payable					6,360				4,936				11,338				1,598
Due to growers					404				404				216				30
Due to related parties		4			25,918				174,484				172,139				24,262
Advances from customers					46,464				114,806				84,653				11,931
Income tax payable					773				773				871				123
Lease Liability - current					119				113				113				16
Other payables and accrued expenses		6			56,913				17,945				24,322				3,427
Total current liabilities					274,611				313,461				293,652				41,387
Lease Liability - noncurrent					1,501				128				128				18
Other long-term liability					14,049				6,177				5,995				845	)
Total liabilities					290,161				319,766				299,775				42,250
Shareholders’ equity (deficit):
Additional paid-in capital					572,126				573,289				573,289				80,802
Retained deficit					(657,965	)			(601,566	)			(600,211	)			(84,596	)
Treasury stock at cost (20,523 and 20,523 shares as of March 31, 2023 and 2024, respectively)					(6,133	)			(6,133	)			(6,133	)			(864	)
Accumulated other comprehensive loss					(23,099	)			(22,988	)			(22,884	)			(3,225	)
Total shareholders'deficit					(115,071	)			(57,398	)			(55,939	)			(7,883	)
Noncontrolling interest					(26,907	)			(23,862	)			(20,421	)			(2,878	)
Total equity deficit					(141,978	)			(81,260	)			(76,360	)			(10,761	)
Total liabilities and deficit					148,183				238,506				223,415				31,489

 

 

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(In thousands, except share data)

 

		Equity attributable to Origin Agritech Limited
			Common stock						Additional Paid-in Capital			Accumulated Deficit				Accumulated Other Comprehensive Loss				Treasury Stock				Non-controlling Interests				Total Equity
			Shares*			Amount						Unrestricted
						RMB			RMB			RMB				RMB				RMB				RMB				RMB
Balance as of September 30, 2022			5,990,604			-			551,933			(656,898	)			(22,774	)			(6,133	)			(38,770	)			(172,642	)
Net loss for the year												(1,067	)											6,288				5,221
Capital contribution																								5,575				5,575
Exercise of share option			10,503						599																			599
Issuance of common shares			320,000						19,594																			19,594
Translation adjustments																(325	)											(325	)
Balance as of June 30, 2023			6,321,107			-			572,126			(657,965	)			(23,099	)			(6,133	)			(26,907	)			(141,978	)
Balance as of September 30, 2023			6,321,107			-			573,289			(601,566	)			(22,988	)			(6,133	)			(23,862	)			(81,260	)
Net loss for the year												1,355												3,931				5,286
Dividend																								(490	)			(490	)
Translation adjustments																104												104
Balance as of June 30, 2024			6,321,107			-			573,289			(600,211	)			(22,884	)			(6,133	)			(20,421	)			(76,360	)
In US$ @			7.095			-			80,802			(84,596	)			(3,225	)			(864	)			(2,878	)			(10,761	)

 

  

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands, except share data)

 

		Six Months Ended September 30,
		2023				2024
		RMB				RMB
		(Unaudited)				(Unaudited)
Operating activities			(23,356	)			(12,094	)
Investing activities:
Proceeds from other investment			1,000
Purchase of plant and equipment			(352	)			(984	)
Net cash (used in) provided by investing activities			648				(984	)
Financing activities:
Proceeds from exercise of stock options			226
Proceeds from issuance of common stock			19,594
Proceeds  from due to related parties							726
Repayment of due to related parties			(54	)			(554	)
Dividends paid to minority shareholders							(490	)
Net cash provided by (used in) financing activities			19,766				(318	)
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of year			17,669				23,708
Effect of exchange rate changes on cash and cash equivalents			(325	)			104
Restricted cash
Cash and cash equivalents, end of the year			14,402				10,416

 

 

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In thousands, except share data)

 

1.

RENTAL INCOME

 

The Company has been renting its headquarters building and manage the property over the years. In May 2020, the Company entered into lease agreements with BC-TID. and leased the whole building of Beijing Origin located in Changping District, Beijing 102206, China from May 1, 2020 to April 30, 2040. The Company classify the lease as an operating lease and recognize rental income on a straight-line basis. Rental income amounted toRMB-nil- and RMB5.3 million for the first half year of 2024 and 2023, respectively, which is due to the Company changed from consolidation of Beijing Origin to using equity method for investment for the fiscal year ending September 30, 2023.

 

2.

INCOME TAXES

 

Agritech and its subsidiary, State Harvest are incorporated in the British Virgin Islands and are exempted from the income tax under the laws of the British Virgin Islands. State Harvest’s subsidiaries and State Harvest’s variable interest entity, Beijing Origin and its majority owned subsidiaries (together, the “PRC entities”) were incorporated in the PRC and governed by the PRC laws.

 

The applicable tax rate of the PRC Enterprise Income Tax (“EIT”) was changed from 33% to 25% on January 1, 2008, according to the Corporate Income Tax Law. The preferential tax rate previously enjoyed by the PRC entities is gradually transitioned to the new standard rate of 25% over a five-year transitional period. In addition, article 28 of the new tax law stated that the income tax rate of a “high technology” company (high-tech status) is to remain at 15%.

 

The Company’s liability for income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by taxing authorities. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. Until June 30, 2024, the management considered that the Company had no uncertain tax positions affected its consolidated financial position. The Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities and the major one is the China tax authority. The open tax years for examinations in China are 5 years.

 

The current and deferred components of income tax expense are as follows:

 

		June 30,
		2023				2024
		RMB				RMB
		(Unaudited)				(Unaudited)
Current income tax expense			155				39
Deferred income tax benefit			-				-
Total			155				39

 

 

3.

INCOME/(LOSS) PER SHARE

 

The following table sets forth the computation of basic and diluted loss per share for the years indicated:

 

		Six months ended
		June 30,
		2021				2024
		RMB				RMB
		(Unaudited)				(Unaudited)
Numerator:
Net loss attributable to Origin Agritech Limited			(1,067	)			1,355
Denominator:
Average common stock outstanding - basic and Diluted			6,214,744				6,321,107
Basic and Diluted Per Share Data:
Basic and diluted loss per share attributable to Origin Agritech Limited:			(0.17	)			0.21

 

For the six months ended June 30, 2023, the effect of the outstanding options was anti-dilutive. For the six months ended June 30, 2024, the Company did not have any potential diluted shares.

 

4.

RELATED PARTY BALANCES AND TRANSACTIONS (In RMB’000)

 

(1)

Related party relationships

 

Name of related parties		Relationship
Beijing Shihui(i)		Being owned by close family members of the Company’s Chairman
Linze Origin Seeds Ltd.(i)		Being owned by close family members of the Company’s Chairman
Henan Yingde Agricultural Ltd.		Being owned by close family members of the Company’s Chairman
Beijing Liantaide Biotechnology Co., Ltd.		Being owned by close family members of the Company’s Chairman
Beijing Agrite Co., Ltd.		Being owned by close family members of the Company’s Chairman
Fifth Division State-owned Assets Management and Operation Co., Ltd		Being the non-controlling interest of Xinjiang Origin
Shareholders		Non-controlling shareholders of Hubei Aoyu, Anhui Aoyu, Xuzhou Aoyu, Shandong Aoruixinong, Henan Aoyu, Shandong Aoruixinong

 

(i)            Other than typical transactions between related parties, the Company has entered into a Restructuring Agreement with three parties: Linze Fumin Industrial Investment and Development Co., Ltd. (Linze Fumin), Beijing Shihui, Linze Origin Seeds Ltd (Linze Origin) in April 2020. According to the Restructuring Agreement, Linze Origin, which is currently a wholly owned subsidiary of Beijing Shihui, would be restructured. At the result of the planned restructuring, Linze Fumin, an investment company owned by the Linze county government, and the Company would have 51% and 49%, respectively, of the ownership of Linze Origin. The restructuring would require the Company to repay the borrowing amounted to RMB27.0 million from Beijing Agriculture Finance Leasing, LLC.(“BAFL”) for Linze Origin and to offer a loan of RMB20.0 million to Linze Origin. As of June 30, 2024, the restructuring for Linze Origin is in process.

 

 

(1)

Due from related parties, net of bad debt allowance

 

		September 30,				June 30,
		2023				2024
			RMB				RMB
			(Audited)				(Unaudited)
Linze Origin Seeds Ltd			45				45
Beijing Shihui			17,060				17,060
Shareholders (i)			5,336				3,715
Beijing Liantaide (ii)			9,046				14,476
Beijing Origin			450				450
The Company’s Chairman			5,999				5,219
The Close family of the Company’s Chairman			6				6
Total			37,942				40,971
Allowance for doubtful account			17,560				17,560
Due from related parties, net			20,382				23,411

 

Note (i): As of June 30, 2024, the balance of due from shareholders include seed sales amounted RMB 932, advances for business use amounted RMB 2,547 and advances for purchases raw materials amounted RMB 236.

 

Note (ii): As of June 30, 2024, the balance of due from shareholders is advances for purchases raw materials amounted RMB 14,476.

 

(2)

Due to related parties

 

		September 30,				June 30,
		2023				2024
			RMB				RMB
			(Audited)				(Unaudited)
Xinjiang Ginbo Seeds Center			54				54
Companies controlled by the Company’s directors (i)			1,721				1,701
Shareholders (i) (ii)			15,434				15,981
Beijing Origin (iii)			148,219				148,162
The Company’s Chairman			3,657				3,873
YingDe(i)			5,399				3,458
			174,484				173,229

 

Note (i): In the ordinary course of business, the Company purchases raw materials from and sells product to related parties, and related parties also provide cash to fund the Company’s operations.

 

Note (ii): As of June 30, 2024, the balance of due to shareholders include borrowing amounted RMB5,457, which is unsecured, interest-bearing and repayable on demand, accrued interest amounted RMB 414 and advances from shareholders of selling seed amounted RMB 10,110.

 

Note (iii): As of June 30, 2024, Beijing Origin, an associate, provide cash to fund the Company’s operations amounted RMB 148,162, which is unsecured, interest-free and repayable on demand.

 

 

(3)

Transactions with related parties

 

(a)

Sales to

 

		Six months ended
		June 30,
		2023				2024
		RMB				RMB
		(Unaudited)				(Unaudited)
YingDe			6,384				2,796
Shareholders (i)			3,856				3,790
			10,240				6,586

 

Note(i): RMB3,856 and RMB3,790, or 5.8% and 4.1% of the Company for six months ended ended June 30, 2023 and 2024, respectively, are derived from shareholders and the sales price is market price.

 

(b)

Purchase from

 

		Six months ended
		June 30,
		2023				2024
		RMB				RMB
		(Unaudited)				(Unaudited)
YingDe			5,492				196
Liantaide			5,844				5,430
			11,336				5,626

 

(c)

Borrowing

 

		Six months ended
		June 30,
		2023				2024
		RMB				RMB
		(Unaudited)				(Unaudited)
Shareholders (i)			2,166				726
			2,166				726

 

Note (i) : The borrowing interest rate is from 5.8% to 12% and repayable on demand.

 

(d)

Interest accrual

 

		Six months ended
		June 30,
		2023				2024
		RMB				RMB
		(Unaudited)				(Unaudited)
NCI			192				64
			192				64

 

 

5.

ADVANCES TO SUPPLIERS

 

		September 30,				June 30,
		2023				2024
		RMB				RMB
		(Audited)				(Unaudited)
Prepayments for purchasing seed			67,048				45,564
Prepayments for purchasing package			163				363
Deposits for research and development fee			107				-
Others			4,299				3,265
			71,617				49,192

 

6.

INVENTORIES

 

As of September 30, 2023 and June 30, 2024, inventories are comprised of work in progress of RMB 13 million and RMB 25.7 million, respectively. No inventories have been pledged as collateral for bank loans as of September 30, 2023 and June 30, 2024.

 

		September 30,				June 30,
		2023				2024
		RMB				RMB
		(Audited)				(Unaudited)
Work in progress			13,039				25,697

 

7.

OTHER CURRENT ASSETS

 

		September 30,				June 30,
		2023				2024
		RMB				RMB
		(Audited)				(Unaudited)
Receivable from third party(i)			9,823				10,085
Others			2,374				913
			12,197				10,998

 

Note (i) : As of September 30, 2023 and June 30, 2024, receivable from third party represents that third party provide cash to fund the Company’s operations.

 

8.

PLANT AND EQUIPMENT, NET

 

During the six months ended 30 June 2023 and 2024, the Group acquired assets at a cost of RMB 352 and RMB 662 respectively.

 

None of assets were disposed by the Group during the six months ended 30 June 2023 and 2024.

 

No impairment loss was recognized for the six months ended 30 June 2023 and 2024.

 

9.

LONG TERM INVESTMENTS

 

The Company owns 17.94% equity interest in Jilin Jinong Hi-tech Development Shares Co. Ltd. (“Jinong”) and accounted for the equity investment without readily determinable fair value (previously known as cost method investment) September 30, 2023 and June 30, 2024.

 

The Company owns 20% equity interest in Nianfeng Minfu (Beijing) Agricultural Science and Technology Development Co., Ltd. (“Nianfeng Minfu”)

 

The Company owns 48.27% equity interest in Beijing Origin which deconsolidated during fiscal year 2023 and changed to equity method investment.

 

The Company recorded an impairment on cost method investment of RMB18.7 million and RMB 18.7 million on its equity investment without readily determinable fair value As of September 30, 2023 and June 30, 2024, respectively.

 

		September 30,				June 30,
		2023				2024
		RMB				RMB
		(Audited)				(Unaudited)
Cost method investment			18,921				18,921
Equity investment(i)			66,448				67,284
Impairment on cost method investment			(18,721	)			(18,721	)
			66,648				67,484

 

Note (i) : It represents that the cost method investment amounted RMB 37.66 million, fair value adjustment amounted RMB 28.79 million and investment income amounted RMB 0.84 million on equity method investment

 

10.

OTHER PAYABLES AND ACCRUED EXPENSES

 

Other payables and accrued expenses consist of:

 

		September 30,				June 30,
		2023				2024
		RMB				RMB
		(Audited)				(Unaudited)
Payable for purchase of plant and equipment			1,000
Professional fee payable			1,580
Salaries and bonus payable			7,626				7,725
Deferred government subsidies			363				363
Others (i)			7,376				15,144
			17,945				23,232

 

Note (i) : As of September 30, 2023 and June 30, 2024, others mainly represents that the third party provide cash to fund the Company’s operations amounted RMB 7,376 and RMB 15,144.

 

11.

OTHER LONG-TERM LIABILITY

 

For the six months ended June 30, 2023,, the Company didn’t receive government subsidies from the local PRC government for equipment projects. The non-current portion of such government subsidies are recorded as long-term liability, which will be amortized over the estimated useful lives related to the plant and equipment and land use right. The increase in deferred government subsidies was due to reclassification from other payable account.

 

12.

COMMITMENTS AND CONTINGENCIES

 

Legal proceeding

 

In July, 2022, Origin Biotechnology entered into a supply agreement with Henan Yingdafeng Agricultural Development Limited (“Yingdafeng”) to supply 100,000 tonnes corn bulk commodities. Due to the impact of Covid-19 and quarantine policies in Xinjiang province, the products were not delivered as scheduled. Yingdafeng filed lawsuit and the local court in Neixiang County issued first legal judgement on August 16, 2023 that requires Origin to pay a total of RMB22 million to Yingdafeng.

 

After Origin appealed the decision from the local court in Neixiang County, the Intermediate People's Court of Nanyang City (a higher-level court over Neixiang County People’s Court) decided on December 14, 2023 to revoke the judgement of Neixiang Contry People’s Court. During retrail in Neixiang Contry People’s Court, the plaintiff Yingdafeng has withdrawn the lawsuit. This case is closed.

 

13.

SUBSEQUENT EVENTS

 

There are no significant subsequent events.

 

---