[Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period (September 30, 2014) covered by the annual report: 22,738,541 ordinary shares. ¨ x ¨ x x ¨ x ¨ ¨ ¨ x x U.S. GAAP International Financial Reporting Standard as ¨ Other Issued by the International] [Approved by Board of Directors on December 22, 2014 ORIGIN AGRITECH LIMITED 2014 Performance Equity Plan Section 1. 1.1 Purpose 1.2 Definitions (a) (b) (c) 1 (d) (e) (f) (g) (h) (i) (j) (k) th (l) 2 (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) 3 Section 2. 2.1 Committee Membership 2.2 Powers of Committee (a)] [List of Subsidiaries Date of Place of Percentage Incorporation Incorporation of Principal Name or Establishment or Establishment Ownership Activity Subsidiaries State Harvest Holdings Limited(“State Harvest”) October 6, 2004 British Virgin 100% Investment holding Beijing Origin State Harvest December 1, 2004 People’s Republic 100% Hybrid seed Biotechnology Limited (“BioTech”) of China (“PRC”) technology development] [CERTIFICATION I, Gengchen Han, certify that: 1. I have reviewed this annual report on Form 20-F of Origin Agritech Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [CERTIFICATION I, James Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Origin Agritech Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [ORIGIN AGRITECH LIMITED Certification] [ORIGIN AGRITECH LIMITED Certification] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Origin Agritech Limited No. 21 Sheng Ming Yuan Road Changping District Beijing 102206 China We hereby consent to the incorporation by reference in the Registration Statements on Form S·8 (File No. 333-166226 and 333·145865) of Origin Agritech Limited and its subsidiaries and variable interest entities (the "Company") of our reports dated January 22,]