0001144204-06-028557 Sample Contracts

Renminbi Capital Loan Contract China Construction Bank Corporation Beijing Branch
Origin Agritech LTD • July 14th, 2006 • Agricultural production-crops

Party A has made an application to Party B for a loan and Party B agrees to advance the loan. According to relevant laws, regulations and rules, Party A and Party B, upon negotiation, enter into this Contract for their mutual compliance and performance.

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CAPITAL CONTRIBUTION AGREEMENT
Capital Contribution Agreement • July 14th, 2006 • Origin Agritech LTD • Agricultural production-crops

In accordance with the Company Law of the People's Republic of China and other relevant laws and regulations, Jilin Jinong High Technology Development Joint Stock Limited Company, Beijing Origin Seed Joint Stock Limited Company, Mr. Chen Wanzhong, Mr. Cai Zhuo, Mr. Cheng Shouzhi, Mr. Sheng Jidan, Ms. Li Yueying and Mr. Xu Guoan, through friendly consultation, unanimously agree to invest in establishing a limited liability company (hereinafter referred to as “the Company” or “the New Company”), and hereby enter into this Agreement, which shall be complied by each party hereto.

Joint Development Agreement on the New Variety of Corn, Liyu No.35
Joint Development Agreement • July 14th, 2006 • Origin Agritech LTD • Agricultural production-crops

For the purpose of accelerating the generalization and application of new variety of corn, Liyu No.35, and through equal and friendly negotiation, the Parties agreed as follows:

Equity Transfer Agreement
Equity Transfer Agreement • July 14th, 2006 • Origin Agritech LTD • Agricultural production-crops

Party A and Party B, through friendly consultation, enter into the following agreement in respect of the share transfer hereof:

Mortgage Contract China Construction Bank Corporation Beijing Branch
Mortgage Contract • July 14th, 2006 • Origin Agritech LTD • Agricultural production-crops

In order to ensure the execution of the “Renminbi Capital Loan Contract” (hereinafter referred to as the “Master Contract”) between Beijing Origin Seed Limited. (hereinafter referred to as the “Debtor”) and Party B (contract no.: Year 2005 Zi 123010 No. ___) and the realization of creditor’s right of Party B, Party A desires to provide mortgage to secure the creditor’s right formed under the Master Contract between Party B and the Debtor. According to relevant laws, regulations and rules, Party A and Party B, upon negotiation, enter into this Contract for their mutual compliance and performance.

Joint Development Agreement
Joint Development Agreement • July 14th, 2006 • Origin Agritech LTD • Agricultural production-crops

For the purpose of accelerating the generalization and application of new variety of corn, and through equal and friendly negotiation, the Parties agreed as follows:

Equity Transfer Agreement
Equity Transfer Agreement • July 14th, 2006 • Origin Agritech LTD • Agricultural production-crops

Therefore, through friendly negotiations between Transferor and Beijing Origin, the following agreements have been reached in respect of the said share transfer hereof:

ORIGIN AGRITECH LIMITED EMPLOYEE SHARE OPTION AGREEMENT
Employee Share Option Agreement • July 14th, 2006 • Origin Agritech LTD • Agricultural production-crops • Delaware

THIS EMPLOYEE SHARE OPTION AGREEMENT (this “Option Agreement”) dated _____________________ by and between Origin Agritech Limited, an international business company formed under the laws of the British Virgin Islands (the “Corporation”), and ___________________________ (the “Grantee”) evidences the share option (the “Option”) granted by the Corporation to the Grantee as to the number of the Corporation’s ordinary shares (“Common Shares”) first set forth below.

Henan Agriculture University and Henan Origin Seed Technology Development Co., Ltd. Transfer and Technical Cooperation Agreement on Upgrading of the Hybrid Corn Seed, Yuyu No.20
Origin Agritech LTD • July 14th, 2006 • Agricultural production-crops

Henan Agriculture University (Party A) and Beijing Origin Seed Technology Development Co., Ltd., in respect of the relevant issues of the transfer and technical cooperation of upgrading of the hybrid corn seed, Yuyu No.20, through consultations, agree as follows :

Joint Development Agreement
Joint Development Agreement • July 14th, 2006 • Origin Agritech LTD • Agricultural production-crops

For the purpose of accelerating the generalization and application of new variety of corn, and through equal and friendly negotiation, the Parties agreed as follows:

EQUITY TRANSFER AGREEMENT
Equity Transfer Agreement • July 14th, 2006 • Origin Agritech LTD • Agricultural production-crops

This EQUITY TRANSFER AGREEMENT (hereinafter referred to as “This Agreement”) is entered into as of 6th December 2005 in Gong Zhuling by and between:

Hybrid Corn Seed Sales Contract
Origin Agritech LTD • July 14th, 2006 • Agricultural production-crops

In order to promote the use of high quality and high-yield hybrid corn seeds and to establish a stable supply relationship, in accordance with the Contract law of the People’s Republic of China and the Seed Law of the People’s Republic of China and after friendly negotiation, the Supper and the Buyer hereby enter into this Contract and agree as follows:

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