EXHIBIT
        2.5




**SECOND
      AMENDMENT OF REGISTRATION RIGHTS AGREEMENT**





December
      21, 2007





Reference
      is made to that certain Registration Rights Agreement (as amended, the
“ Agreement ”)
      entered into as of July 25, 2007 by and among Origin Agritech Ltd., a British
      Virgin Islands limited liability company (the “ Company ”),
      State
      Harvest Holdings Limited, a British Virgin Islands limited liability company
      wholly-owned by the Company (the “ Guarantor ”)
      and
      Citadel Equity Fund Ltd. (the “ Purchaser ”). All
      capitalized terms used in this amendment (this “ Amendment ”)
      but
      not defined herein shall have the meanings assigned to such terms in the
      Agreement.





**THE
      PARTIES ENTER THIS AGREEMENT** on the
      basis of the following facts, understandings and intentions:





A.
      Pursuant to the Section 11(a) of the Agreement, no provision of the Agreement
      can be amended without the Company having obtained the written consent of
      Majority Holders; and





B.
      The
      Company, the Guarantor and the Purchaser, being the sole Majority Holder, have
      agreed to amend the Agreement on the terms and conditions set forth
      herein .





NOW
      THEREFORE, in accordance with Section 11(a) of the Agreement and in
      consideration of the foregoing and the mutual agreements set forth herein,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the Company, the Guarantor and the Purchaser, intending
      to be legally bound hereby, agree to the following:




1.
            Section
                1 of the Agreement is hereby amended
                by:




(a) deleting
      the definition of “ Majority
      Holders ”
therein
      and replacing such definition with the following:





“
      “ Majority
      Holders ”
shall
      mean, on any date, holders of the majority of the Shares constituting
      Registrable Securities; for the purposes of this definition, Holders of Notes
      constituting Registrable Convertible Securities shall be deemed to be the
      Holders of the number of Shares into which such Notes are or would be
      convertible as of such date.”;





(b) adding
      the definition of “ Notes
      Eligibility Date ”
therein
      in alphabetical order as follows:





“
      “ Notes
      Eligibility Date ”
has
      the
      meaning assigned thereto in Section 2(f).”;





(c) adding
      the definition of “ Notes
      Registration Amendment ”
therein
      in alphabetical order as follows:





“
      “ Notes
      Registration Amendment ”
has
      the
      meaning assigned thereto in Section 2(f).”;




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(d) adding
      the definition of “ Registrable
      Convertible Securities ”
therein
      in alphabetical order as follows:





“
      “ Registrable
      Convertible Securities ”
means
      any Notes and the Guarantees until the earliest of (i) their effective
      registration under the Securities Act and the resale of all such Notes and
      Guarantees in accordance with the registration statement referred to in
      Section 2(f), as amended or supplemented by any amendment or supplement,
      including post-effective amendments, and all materials incorporated by reference
      or explicitly deemed to be incorporated by reference in such registration
      statement, (ii) the date on which such Notes and Guarantees are (A) sold
      pursuant to Rule 144 under circumstances in which any legend borne by such
      Notes
      and Guarantees relating to restrictions on transferability thereof, under the
      Securities Act or otherwise, is removed or (B) freely transferable without
      restriction under Rule 144(k) or (iii) the date on which such Notes have been
      converted (and the related Guarantees have been terminated) or otherwise cease
      to be outstanding.”;





(e) adding
      the definition of “ Registrable
      Convertible Securities Notice ”
therein
      in alphabetical order as follows:





“
      “ Registrable
      Convertible Securities Notice ”
has
      the
      meaning assigned thereto in Section 2(f).”; and





(f) deleting
      the definition of “ Registrable
      Securities ”
therein
      and replacing such definition with the following:





“
      “ Registrable
      Securities ”
means
      any Shares issuable upon conversion of any Notes constituting Registrable
      Convertible Securities, until the earliest of (i) their effective registration
      under the Securities Act and the resale of all such Shares in accordance with
      the Relevant Registration Statement, (ii) the date on which such Shares are
      (A)
      sold pursuant to Rule 144 under circumstances in which any legend borne by
      such
      Shares relating to restrictions on transferability thereof, under the Securities
      Act or otherwise, is removed or (B) freely transferable without restriction
      under Rule 144(k) or (iii) the date on which such Shares cease to be
      outstanding.”




2.
            Section
                2(a) of the Agreement is hereby amended and restated as
                follows:




“The
      Company and the Guarantor agree to file under the Securities Act as promptly
      as
      practicable but in any event within 195 **** days
      after the latter of (x) the Closing Date and (y) the date on which the Company
      becomes eligible to so file (the latter date hereinafter being referred to
      as
      the “ Eligibility
      Date ”),
      a
      shelf registration statement providing for the registration of, and the sale
      on
      a continuous or delayed basis by the Holders of, all of the Registrable
      Securities, pursuant to Rule 415 or any similar rule that may be adopted by
      the
      Commission. The Company and the Guarantor agree to use their reasonable efforts
      to cause the Shelf Registration Statement to become effective within 285 days
      after the Eligibility Date; provided, however, that the Company may, upon
      written notice to all Holders, postpone having the Shelf Registration Statement
      declared effective for a reasonable period not to exceed 30 consecutive days
      per
      postponement and provided that all such postponement periods total no more
      than
      60 days in the aggregate in any 365-day period if the Company possesses material
      non-public information, the disclosure of which would have a material adverse
      effect on the Company and its subsidiaries taken as a whole. The Company and
      the
      Guarantor shall use its reasonable efforts to keep such Shelf Registration
      Statement continuously effective until the earlier of (x) the date that there
      are no longer any Registrable Securities outstanding; (y) the expiration of
      the
      period referred to in Rule 144(k) of the Securities Act with respect to all
      Registrable Securities held by Persons that are not Affiliates of the Company;
      and (z) two years from the date (the “ Effective
      Date ”)
      such
      Registration Statement is declared effective (the “ Effective
      Period ”).
      Without prejudice to any registration rights, existing as of the date hereof,
      held by the Company’s securityholders or the Guarantors’ securityholders with
      respect to the Company’s securities or the Guarantors’ securities, respectively,
      none of the Company’s securityholders or the Guarantors’ securityholders (other
      than Holders of Registrable Securities) shall have the right to include any
      of
      the Company’s securities or the Guarantors’ securities in the Shelf Registration
      Statement.”




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3.
            Section
                2(d) of the Agreement is hereby amended and restated as follows:




“If
      any
      of the following events (any such event a “ Registration
      Default ”)
      shall
      occur, then additional interest (the “ Additional
      Interest ”)
      shall
      become payable jointly and severally by the Company and the Guarantor to Holders
      in respect of the Notes as follows:




(i)  if
      the
      Shelf Registration Statement is not filed with the Commission within 195 days
      following the Eligibility Date, then commencing on the 196th day after the
      Eligibility Date, Additional Interest shall accrue on the principal amount
      of
      the outstanding Notes that are Registrable Convertible Securities at a rate
      of
      0.25% per annum for the first 90 days following such 196th day and at a rate
      of
      0.50% per annum thereafter; or





(ii)  if
      the
      Shelf Registration Statement is not declared effective and does not otherwise
      become effective within 285 days following the Eligibility Date, then commencing
      on the 286th day after the Eligibility Date, Additional Interest shall accrue on the principal amount
      of
      the outstanding Notes that are Registrable Convertible Securities at a rate
      of
      0.25% per annum for the first 90 days following such 286th day and at a rate
      of
      0.50% per annum thereafter; or





(iii) if
      the Company and the Guarantor have failed to perform their obligations set
      forth
      in Section 2(c) hereof within the time periods required therein, then commencing
      on the first day after the date by which the Company and the Guarantor were
      required to perform such obligations, Additional Interest shall accrue on the
      principal amount of the outstanding Notes that are Registrable Convertible
      Securities at a rate of 0.25% per annum for the first 90 days and at a rate
      of
      0.50% per annum thereafter;





(iv) if
      the Shelf Registration Statement has been declared effective or has otherwise
      become effective but such Shelf Registration Statement ceases to be effective
      at
      any time during the Effective Period (other than pursuant to Section 4(b)
      hereof), then commencing on the day such Shelf Registration Statement ceases
      to
      be effective, Additional Interest shall accrue on the principal amount of the
      outstanding Notes that are Registrable Convertible Securities at a rate of
      0.25%
      per annum for the first 90 days following such date on which the Shelf
      Registration Statement ceases to be effective and at a rate of 0.50% per annum
      thereafter; or




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(v) if
      the aggregate duration of Deferral Periods in any period exceeds the number
      of
      days permitted in respect of such period pursuant to Section 4(b) hereof, then
      commencing on the day the aggregate duration of Deferral Periods in any period
      exceeds the number of days permitted in respect of such period (and again on
      the
      first day of any subsequent Deferral Period during such period), Additional
      Interest shall accrue on the principal amount of the outstanding Notes that
      are
      Registrable Convertible Securities at a rate of 0.25% per annum for the first
      90
      days and at a rate of 0.50% per annum thereafter;




*provided,
      however* ,
      that
      the Additional Interest rate on the Notes shall not exceed in the aggregate
      0.50% per annum and shall not be payable under more than one clause above for
      any given period of time, except that if Additional Interest would be payable
      under more than one clause above, but at a rate of 0.25% per annum under one
      clause and at a rate of 0.50% per annum under the other, then the Additional
      Interest rate shall be the higher rate of 0.50% per annum; *provided
      further* ,
      however, ** that
      (1)
      upon the filing of the Shelf Registration Statement (in the case of clause
      (i)
      above), (2) upon the effectiveness of the Shelf Registration Statement (in
      the
      case of clause (ii) above), (3) upon the performance by the Company and the
      Guarantor of their obligations set forth in Section 2(c) hereof within the
      time
      periods required therein (in the case of clause (iii) above), (4) upon the
      effectiveness of the Shelf Registration Statement which had ceased to remain
      effective (in the case of clause (iv) above), (5) upon the termination of the
      Deferral Period that caused the limit on the aggregate duration of Deferral
      Periods in a period set forth in Section 4(b) to be exceeded (in the case of
      clause (v) above) or (6) upon the termination of certain transfer restrictions
      on the Securities as a result of the application of Rule 144(k) or any successor
      provision, Additional Interest on the Notes as a result of such clause, as
      the
      case may be, shall cease to accrue.





Additional
      Interest on the Notes, if any, will be payable in cash on January 25 and July
      25
      of each year (the “ Additional
      Interest Payment Date ”)
      to
      holders of record of outstanding Notes that are Registrable Convertible
      Securities on each preceding January 11 and July 11; *provided* that any
      Additional Interest accrued with respect to any Notes or portion thereof called
      for redemption on a redemption date or converted into Shares on a conversion
      date prior to the Registration Default shall, in any such event, be paid instead
      to the Holder who submitted such Notes or portion thereof for redemption or
      conversion on the applicable redemption date or conversion date, as the case
      may
      be, on such date (or promptly following the conversion date, in the case of
      conversion). Following the cure of all Registration Defaults requiring the
      payment of Additional Interest to the Holders of Notes that are Registrable
      Convertible Securities pursuant to this Section, the accrual of Additional
      Interest will cease (without in any way limiting the effect of any subsequent
      Registration Default requiring the payment of Additional Interest).





The
      Company shall notify the Trustee promptly upon the happening of each and every
      Registration Default. The Trustee shall be entitled, on behalf of Holders of
      Securities, to seek any available remedy for the enforcement of this Agreement,
      including for the payment of any Additional Interest. Notwithstanding the
      foregoing, the parties agree that the sole monetary damages payable for a
      violation of the terms of this Agreement with respect to which additional
      monetary amounts are expressly provided shall be as set forth in this Section
      2(d). Nothing shall preclude a Notice Holder or Holder of Registrable
      Convertible Securities from pursuing or obtaining specific performance or other
      equitable relief with respect to this Agreement.”




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4.
            New
                Section 2(f) of the Agreement is hereby added in its entirety as
                follows:




“Upon
      receipt of a written request from the Majority Holders (the “ Registrable
      Convertible Securities Notice ”),
      the
      Company and the Guarantor agree to enter into an amendment to this Agreement
      (the “ Notes
      Registration Amendment ”)
      as
      soon as reasonably practicable requiring the Company and the Guarantor to file
      under the Securities Act as promptly as practicable but in any event within
      90
      days after the latter of (x) the date upon which the Registrable
      Convertible Securities Notice is delivered to the Company and the Guarantor
      and
      (y) the date on which both the Company and the Guarantor become eligible to
      so file (the latter date hereinafter being referred to as the “ Notes
      Eligibility Date ”), a
      shelf
      registration statement providing for the registration of, and the sale on a
      continuous or delayed basis by the Holders of, all of the Registrable
      Convertible Securities, pursuant to Rule 415 or any similar rule that may be
      adopted by the Commission; provided, however, that if the Company and the
      Guarantor are unable to obtain, without the expenditure of unreasonable effort
      or expense, from the Company’s and Guarantor’s independent auditors or
      accountants (or former independent auditors or accountants, as may be
      applicable), all financial statements, reports, consents and approvals that
      are
      required (as determined by the Company in its reasonable discretion) to be
      obtained, filed (or furnished), prepared or completed in connection with such
      shelf registration statement, then the Company and the Guarantor shall continue
      to use their reasonable efforts to obtain all such financial statements,
      reports, consents and approvals from such auditors or accountants and the Notes
      Eligibility Date shall be deemed to be the date that is 60 days before the
      date
      upon which the Company and the Guarantor have received all such financial
      statements, reports, consents and approvals. The Notes Registration Amendment
      shall provide for the registration of the Registrable Convertible Securities
      on
      terms and conditions substantially corresponding to those set forth in this
      Agreement with respect to the registration of the Registrable Securities, as
      may
      be applicable, except that references to the Eligibility Date in the Notes
      Registration Amendment shall refer instead to the Notes Eligibility
      Date.”




5.
            Section 10
                of the Agreement is hereby amended and restated as
                follows:




“[Reserved.]”




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6.
            The
                Purchaser represents and warrants to the Company and the Guarantor
                that
                the Purchaser is the sole holder of (i) all Shares constituting
                Registrable Securities and (ii) all of the
                Notes.




7.
            Except
                as expressly amended by this Amendment, the Agreement shall remain
                in full
                force and effect.




8.
            **This
                Amendment shall be governed by and construed in accordance with the
                laws
                of the State of New York.**




9.
            This
                Amendment may be executed in any number of counterparts (which may
                be
                delivered in original form or by telecopier) and by the parties hereto
                in
                separate counterparts, each of which when so executed shall be deemed
                to
                be an original and all of which taken together shall constitute one
                and
                the same agreement.




[Signature
      Page(s) to Follow]




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IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the date first
      written above.


**ORIGIN
                AGRITECH LTD.**By:Name:Han
                GengchenTitle:Director


**STATE
                HARVEST HOLDINGS LIMITED**By:Name:Han
                GengchenTitle:Director


**CITADEL
                EQUITY FUND LTD.**By:
            Citadel
              Limited Partnership, its PortfolioManager


By:
            Citadel
                Investment Group, L.L.C., its GeneralPartner




By:Name:Title:Authorized
                Signatory




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