奥瑞金种业 2026年年度报告和过渡报告

Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod (September 30, 2025) covered by the annual report: there were issued and outstanding 11,924,349 ordinary shares asof September 30, 2025, and 11,924,349 ordinary shares as of January 30, 2026. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. ☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities Exchange Act of 1934. ☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was requiredto file such reports), and (2)has been subject to such filing requirements for the past 90days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit such files). ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or anemerging growth company. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by a check mark which basis of accounting the registrant has used to prepare the financial statements included in this International Financial Reporting Standard as Issued by theOther☐International Accounting Standards Board☐ U.S. GAAP☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act). ☐Yes☒No ORIGIN AGRITECH LIMITEDTABLE OF CONTENTS Introduction1 PART IItem 1.Identity of Directors, Senior Management and Advisors14Item 2.Offer Statistics and Expected Timetable14Item 3.Key Information14Item 4.Information on the Company38Item 4AUnresolved Staff Comments50Item 5.Operating and Financial Review and Prospects51Item 6.Directors, Senior Management, and Employees62Item 7.Major Shareholders and Related Party Transactions70Item 8.Financial Information70Item 9.The Offer and Listing71Item 10.Additional Information71Item 11.Quantitative and Qualitative Disclosures About Market Risk79Item 12.Description of Securities Other than Equity Securities80 INTRODUCTION Except where the context otherwise requires and for purposes of this Annual Report only: ●“we,” “us,” “our company,” “our,” the “Company” and “Origin” refer to Origin Agritech Limited and anintermediate holding company, State Harvest Holdings Limited, both companies formed in the British VirginIslands and the companies listed below that are indicated as formed in China, which are collectively describedin this Annual Report as “our PRC Operating Companies.”1.State Harvest Holdings Limited (“State Harvest”), a company formed in British Virgin Islands, which is a100% equity owned company of Origin, as a holding company for our other direct and indirect subsidiaries inChina, including:2.Beijing Origin State Harvest Biotechnology Limited (“Origin Biotechnology”), a company formed inChina, collectively for itself and its China formed subsidiaries listed below, all of which are, directly orindirectly, wholly or partly equity owned by State Harvest;(i)Hubei Aoyu Agricultural Technology Limited, (“Hubei Aoyu”) in Hubei province,(ii) Anhui Aoyu Zhongye Technology Ltd. (“Anhui Aoyu”) in Anhui province,(iii) Shandong