奥瑞金种业美股招股说明书(2025-12-22版)

Ordinary SharesWarrants This prospectus relates to ordinary shares and warrants and units comprised of shares and warrants that we may sell from time totime in one or more offerings up to a total public offering price of $30,000,000 for three years after the effective date of the registrationstatement of which this prospectus is a part, on terms to be determined at the time of sale. We will provide specific terms of these securitiesin supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not Our ordinary shares are listed on the Nasdaq Stock Market, Capital Market, under the symbol “SEED.” On December 19, 2025,the closing price of an ordinary share on Nasdaq was $1.27. These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters orthrough a combination of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for anyparticular offering of these securities in any applicable prospectus supplement. If any underwriters, dealers or agents are involved in the saleof any securities in respect of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with Issues Relating to Operations in the PRC The public company, Origin Agritech Limited, referred to as Origin Agritech or Origin, in which investors hold shares, is a holdingcompany incorporated in the British Virgin Islands. All of our business activities currently take place in China through various companiesbelow the parent company, Origin Agritech. Partof our operations are conducted in China through variable interest enterprises, or VIEs.The portion of the business that is a VIE is Hainan Aoyu and its subsidiaries. The balance of our operations are conducted through whollyand partly equity owned operations, in or under Origin Biotechnology, which in turn is 100% equity owned by State Harvest Holdings Due to PRC legal restrictions on foreign ownership in certain food development and production and companies that engage in theresearch and development of genetically modified seed products, and their related businesses, we do not have full equity ownership of thoseparts of our business. Instead, we rely on contractual arrangements among our PRC subsidiaries and their nominee shareholders to controlthe portion of the business operations not owned by means of the VIE arrangements. These VIE contractual agreements enable us, webelieve, to (i)exercise contractual control over the VIE, (ii)receive the economic benefits of the VIE, and (iii)have an exclusive call optionto purchase all or part of the equity interests in the VIE when and to the extent permitted by PRC law. As a result of these contractualarrangements, we consolidate the financial results of the VIE in our financial statements under U.S. GAAP. Investors in our ordinary sharesare purchasing an equity interest in a British Virgin Islands holding company, which in turn has equity interests in some of its subsidiaries in Our subsidiaries in China and the VIEs that we control face various legal and operational risks and uncertainties related to doingbusiness in China. These entities are subject to complex and evolving PRC laws and regulations as a result. These entities face risksassociated with regulatory approvals of offshore offerings, the use of variable interest entities, anti-monopoly regulatory actions,cybersecurity and data privacy, which may impact our overall ability to conduct certain businesses, accept foreign investments, or list on aUnited States or other foreign exchange. We currently have the following business operational approvals to operate our business: (i)SeedProduction and Operation License, held by Xinjiang Originbo Seed Limited; and (ii)for the issuance of securities to foreign investors, wewill need to file a report with the CSRC within 3 business days after each issuance. If we do not have the required approvals or fail tocomplete the required filings, because we could not obtain them, they were cancelled or we inadvertently omitted getting them, generallywe would experience a material adverse change in our operations and the value of the ordinary shares of the parent holding company.Additionally, (i)if we produce or sell seed without obtaining the Seed Production and Operation License, we may be ordered to rectify ourlicensure, our seed and illegal gains may be confiscated, we may be subject to fines of 3,000 RMB to 30,000 RMB if the market value of Our corporate structure is subject to risks associated with the contractual arrangements with the VIEs and the parties to thosecontractual arrangements. Investors in the BVI holding company may never have a direct ownership interest in the part of the business thatis conducted by the VIEs. If the PRC government finds that the agreements that establish the structure for operating our busin