EXHIBIT 10.25
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To:   Beijing Origin Seed Limited
      Room 201-207, Area E
      Zhongguancun Development Building 2nd floor
      NO.20 Shangdi Information Middle Street
      Haidian District
      Beijing, China

      State Harvest Holdings Limited
      Offshore Incorporation Centre
      Road Town, Tortola
      British Virgin Island

      Origin Agritech Limited
      625 Broadway, Suite 1111
      San Diego CA 92101


Re:   The Stock Consignment Agreements

Dear Sirs,

      We are lawyers qualified in the People's Republic of China ("PRC") and are
qualified to issue an opinion on the laws and regulations of the PRC.

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      We have acted as PRC counsel to Beijing  Origin Seed Limited in connection
with the reverse merger of State Harvest Holdings Limited  ("Origin") and Origin
Agritech Limited. We are retained to advise on the PRC legal issues with respect
to Beijing  Origin  Seed  Limited  ("Beijing  Company"),  Changchun  Origin Seed
Technology Development Limited ("Changchun Company"),  (Henan Origin Seed Cotton
Technology Development Limited ("Henan Company" and Beijing Origin State Harvest
Biotechnology Limited  "Biotechnology  Company" (hereafter the "Origin Operating
Companies").

      We have been requested to give this opinion on the  enforceability  of the
following Stock Consignment Agreements:

      (i)  Stock  Consignment   Agreements  entered  into  by  and  between  all
shareholders  of Beijing  Company  holding  97.96% of the total equity shares of
Beijing Company and Origin;

      (ii)  Stock  Consignment  Agreements  entered  into  by  and  between  all
shareholders  of  Changchun  Company  holding  100% of the equity  shares of the
Changchun Company and Origin;

      (iii)  Stock  Consignment  Agreements  entered  into  by and  between  all
shareholders  of Henan Company  holding 97.96% of the total equity shares of the
Henan Company and Origin.

      In such capacity,  we have examined such documents,  as we have considered
necessary for the purpose of giving this  opinion.  For the purpose of rendering
this opinion,  we have assumed the authenticity of all the documents provided by
the parties,  and the truthfulness and accuracy of all the information  provided
by all the parties.

      Based on the foregoing Stock Consignment  Agreements and relevant laws and
regulations, we are of the opinion that:

      I. Origin Operating Companies

      (i)  Beijing  Company  was  incorporated  on  December  26,  1997  and was
converted from a private limited  liability  company to a joint stock company on
October 13, 2003. Mr. Han Gengchen owns 34.4 % of the shares of Beijing Company,
Mr. Yang Yasheng  owns  28.675%,  Mr. Yuan Lan owns 25.8%,  Ms. Zhao Yuping owns
3.995%,  Mr.  Zhang  Weidong  owns 3.13%,  Mr. Chen Weichen owns 1.96% and Henan
Agriculture University owns 2.04% of the share of Beijing Company.

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      (ii) Changchun Company was established on April 29, 2003. Mr. Han Gengchen
owns 1% of the equity shares of Changchun Company,  and Beijing Company owns 99%
of the equity shares of Changchun Company.

      (iii) Henan Company was established on March 2, 2001. Beijing Company owns
90% of the equity shares of Henan Company,  Ms. Zhang Yingli owns 4.1%, Mr. Yang
Yasheng owns 3.86% and Mr. Gu Dengbin  owns 2.04% of the equity  shares of Henan
Company.

      (iv)  Biotechnology  Company was  established on December 1, 2004 and is a
wholly foreign owned enterprise by Origin.

      II. Restructuring

      In order to consolidate with Origin Agritech Limited, the Origin Operating
Companies have undertaken the following restructuring:

      (i) Origin signed with the following parties Stock Consignment Agreements:

      a. all  shareholders of Beijing Company holding 97.96% of the total equity
shares of Beijing Company,  except the Henan  Agriculture  University that holds
2.04% of the Beijing Company's equity shares;

      b.  all  shareholders  holding  100% of the  total  equity  shares  of the
Changchun Company; and

      c. all  shareholders  of the  Henan  Company  holding  97.96% of the total
equity shares of the Henan  Company,  except Mr. Gu Dengbin,  who holds 2.04% of
the Henan Company's total shares.

      By virtue of the aforesaid Stock  Consignment  Agreements,  Origin will be
entitled  to  manage  and  control  the  following  equity  shares:   a)  shares
representing  97.96% of the total equity  shares of Beijing  Company;  b) shares
representing  100% of the total equity  shares of Changchun  Company;  c) shares
representing 97.96% of the total equity shares of Henan Company.

      (ii) Biotechnology Company signed with Beijing Company,  Changchun Company
and Henan Company the Technology Service Agreement.

      By virtue of the Technology Service Agreement, Biotechnology Company shall
provide  technology  service to Beijing  Company,  Changchun  Company  and Henan
Company, and receive service fees accordingly.

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      III. The Stock Consignment Agreement

      (i) The stock  consignment  arrangements are based on the relevant PRC law
and regulations. The Company Law of the People's Republic of China provides that
the  stocks  owned by the  promoters  of any joint  stock  company  shall not be
transferred  within three years of the establishment of the joint stock company.
Therefore,  since Beijing Company is a joint stock company,  its stocks owned by
its promoter  shareholders  shall not be  transferred  within three years of its
date of establishment  (October 13, 2003). Upon the expiration of the three-year
restricted  period,  the  stocks  owned  by  the  promoter  shareholders  may be
transferred pursuant to the PRC law. In addition, according to the Regulation on
the Approval and Registration of Foreign Investment  Enterprises in Agricultural
Seed Industry and Foreign Investment Guidance  Catalogue,  foreign investment in
seed  industry is limited to two forms:  Sino-foreign  equity joint  venture and
Sino-foreign cooperative joint venture over which the Chinese party shall own at
least more than 51% of the shares of the joint  venture.  Therefore,  Origin may
not own more than 49% of the stocks of  Beijing  Company,  Changchun  Company or
Henan Company.

      (ii) The PRC law does  not  prohibit  stock  consignment  arrangements  at
present.  Under  current PRC law, the stock  consignment  agreements  are valid,
binding, and enforceable against the parties.

      (iii) According to the stock consignment  agreements,  the shareholders of
Origin shall not,  without consent of Origin,  transfer the equity shares of the
Origin Operation Companies (except  Biotechnology  Company) that they own to any
third party. Since Origin shareholders will receive the consideration stipulated
in the Stock Purchase  Agreement upon the completion of the reverse merger,  the
consignment  agreements  provide  that,  in the event  that the  restriction  is
lifted,  Origin  shareholders  shall  transfer  the equity  shares of the Origin
Operation  Companies  (except  Biotechnology  Company)  that  they own to Origin
without any additional payment.  This provision is binding on the parties to the
agreements as well as their successors and assigns.

      This opinion is limited to the relevant  matters  under the law of the PRC
(other than the laws of the Hong Kong  Special  Administrative  Region and Macau
Special  Administrative  Region) in effect on the date  hereof,  and the matters
concerning the laws of other jurisdictions are not subject of this opinion.

      This  opinion is given solely for the benefit of the persons to whom it is
addressed. It may not, except with our prior written permission,  be relied upon
by anyone in connection with this opinion or used for any other purpose.

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      In connection with the above opinion,  we hereby consent to the use of our
name in the joint  Registration  Statement of Chardan China Acquisition Corp and
Origin  Agritech  Limited,  the  prospectus  constituting a part thereof and all
amendments  thereto under the caption "Legal  Matters" and to the filing of this
opinion as an exhibit to the Registration Statement.

                                             Yours faithfully,

                                             /S/ Guantao Law Firm

                                             Guantao Law Firm


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