EXHIBIT
      4.2





**ORIGIN
      AGRITECH LIMITED**


**2005
      PERFORMANCE EQUITY PLAN**


**EMPLOYEE
      SHARE OPTION AGREEMENT**




**THIS
      EMPLOYEE SHARE OPTION AGREEMENT** (this
“ **Option
      Agreement** ”)
      dated
      _____________________ by and between Origin Agritech Limited **,** an
      international business company formed under the laws of the British Virgin
      Islands (the “ **Corporation** ”),
      and
      ___________________________ (the “ **Grantee** ”)
      evidences the share option (the **“Option”** )
      granted
      by the Corporation to the Grantee as to the number of the Corporation’s ordinary
      shares (“ **Common
      Shares** ”)
      first
      set forth below.




**Number
                of Common Shares**:1_______**Award
                Date:**__________________
              
              **Exercise
                Price per Common Share**:1$________**Expiration
                Date:**1,2_____________
              
              **Type
                of Option***(check
                one)***:**
              Nonqualified
                Option[____]
              Incentive
                Stock Option[____]
              
              **Vesting**1,2The
                Option shall become vested as to 20% of the total number of Common
                Shares
                subject to the Option on the one year anniversary of the Award Date.
                The
                remaining 80% of the total number of Common Shares subject to the
                Option
                shall vest in 16 substantially equal quarterly installments, with
                the
                first installment vesting on the last day of the third month after
                the
                month in which the Award Date occurs and an additional installment
                vesting
                on the last day of each of the 15 three-month periods
                thereafter.




The
      Option is granted under the Chardan China Acquisition Corp. 2005 Performance
      Equity Plan, which became the Origin Agritech Limited 2005 Performance Equity
      Plan (the “ **Plan** ”)
      by
      operation of law under the terms of the merger of Chardan China Acquisition
      Corp. with and into the Corporation. The Option is subject to the Terms and
      Conditions of Employee Share Options (the “ **Terms** ”)
      attached to this Option Agreement (incorporated herein by this reference) and
      to
      the Plan. The Option has been granted to the Grantee in addition to, and not
      in
      lieu of, any other form of compensation otherwise payable or to be paid to
      the
      Grantee. Capitalized terms are defined in the Plan if not defined herein. The
      parties agree to the terms of the Option set forth herein. The Grantee
      acknowledges receipt of a copy of the Terms and the Plan, specifically
      acknowledges and agrees to Section 1 of the Terms, and agrees to maintain in
      confidence all information provided to him/her in connection with the
      Option.




**“GRANTEE”**
              
              
              ______________________________________
              *Signature*
              
              
              ______________________________________
              *Print
                Name*
              
              
              _________________________________
              *Address*
            ORIGIN
                AGRITECH LIMITED
              
              
              By:__________________________________
              
              Print
                Name:___________________________
              
              Title:________________________________


1
                  Subject
                      to adjustment under the Plan.
 2
                  Subject
                      to early termination under Section 5 of the Terms and the
                      Plan.




**CONSENT
      OF SPOUSE**


(optional)




In
      consideration of the Corporation’s execution of this Option Agreement, the
      undersigned spouse of the Grantee agrees to be bound by all of the terms and
      provisions hereof and of the Plan.




*Signature of Spouse*
            
            *Date*











**TERMS
      AND CONDITIONS OF EMPLOYEE SHARE OPTION**




**1.**
            **Satisfaction
                of All Rights to Equity****.******




The
      Option is in complete satisfaction of any and all rights that the Grantee may
      have (under an employment, consulting, or other written or oral agreement with
      the Corporation or any of its affiliates, or otherwise) to receive (1) options
      or share awards with respect to the securities of the Corporation or any of
      its
      affiliates, and/or (2) any other equity or derivative security in or with
      respect to the Corporation or any of its affiliates. This Option Agreement
      supersedes the terms of all prior understandings and agreements, written or
      oral, of the parties with respect to such matters. The Grantee shall have no
      further rights or benefits under any prior agreement conveying any right with
      respect to any security or derivative security in or with respect to the
      Corporation or any of its affiliates. The foregoing notwithstanding, this
      Section 1 shall not adversely affect the Grantee’s rights under any prior option
      or share award agreement under the Plan (provided such agreement is expressly
      labeled as an option or share award agreement under the Plan and is similar
      in
      form to this Option Agreement) which has been signed by an authorized officer
      of
      the Corporation.




**2.**
            **Vesting;
                Limits on Exercise****.**




The
      Option shall vest and become exercisable in percentage installments of the
      aggregate number of Common Shares subject to the Option as set forth on the
      cover page of this Option Agreement. The Option may be exercised only to the
      extent the Option is vested and exercisable.




·
            Cumulative
                Exercisability.
                To the extent that the Option is vested and exercisable, the Grantee
                has
                the right to exercise the Option (to the extent not previously exercised),
                and such right shall continue, until the expiration or earlier termination
                of the Option.




·
            No
                Fractional Shares.
                Fractional Common Share interests shall be disregarded, but may be
                cumulated subject to the Plan.




·
            Minimum
                Exercise.
                No fewer than 100 Common Shares (subject to adjustment under Section
                3.2
                of the Plan) may be purchased at any one time, unless the number
                purchased
                is the total number at the time exercisable under the Option.




·
            ISO
                Value Limit.
                If theOption
                is designated as an Incentive Stock Option (an “**ISO**”),
                as indicated on the cover page of this Option Agreement, and ifthe
                aggregate fair market value of the shares with respect to which ISOs
                (whether granted under the Option or otherwise) first become exercisable
                by the Grantee in any calendar year exceeds $100,000, as measured
                on the
                applicable Award Dates, taking into account both Common Shares subject
                to
                ISOs under the Plan and shares subject to ISOs under all other plans
                of
                the Company (or any parent or predecessor corporation to the extent
                required by and within the meaning of Section 422 of the Code and
                the
                regulations promulgated thereunder), such options shall be treated
                as
                nonqualified share options. In reducing the number of options treated
                as
                ISOs to meet the $100,000 limit,
                the







most
      recently granted options shall be reduced first. To the extent a reduction
      of
      simultaneously granted options is necessary to meet the $100,000 limit, the
      Board or the Committee may, in the manner and to the extent permitted by law,
      designate which Common Shares are to be treated as shares acquired pursuant
      to
      the exercise of an ISO. Any participant who exercises an ISO shall give prompt
      written notice to the Corporation of any sale or other transfer of the Common
      Shares acquired on such exercise if the sale or other transfer occurs within
      (a)
      one year after the exercise date of the Option, or (b) two years after the
      grant
      date of the Option.




**3.**
            **Continuance
                of Employment/Service Required; No Employment/Service
                Commitment****.**




The
      vesting schedule requires continued employment or service through each
      applicable vesting date as a condition to the vesting of the applicable
      installment of the Option and the rights and benefits under this Option
      Agreement. Employment or service for only a portion of the vesting period,
      even
      if a substantial portion, will not entitle the Grantee to any proportionate
      vesting or avoid or mitigate a termination of rights and benefits upon or
      following a termination of employment or services as provided in Section 5
      below
      or under the Plan.




Nothing
      contained in this Option Agreement or the Plan constitutes a continued
      employment or service commitment by the Corporation or any of its Subsidiaries,
      affects the Grantee’s status, if he or she is an employee, as an employee at
      will who is subject to termination without cause, confers upon the Grantee
      any
      right to remain employed by or in service to the Corporation or any Subsidiary,
      interferes in any way with the right of the Corporation or any Subsidiary at
      any
      time to terminate such employment or service, or affects the right of the
      Corporation or any Subsidiary to increase or decrease the Grantee’s other
      compensation.




**4.**
            **Method
                of Exercise of Option****.**




The
      Option shall be exercisable by the delivery to the Secretary of the Corporation
      (or such other person as the Committee may require pursuant to such
      administrative exercise procedures as the Committee may implement from time
      to
      time) of:




·
            an
                executed Option Exercise and Common Share Purchase Agreement (stating
                the
                number of Common Shares to be purchased pursuant to the Option) in
                substantially the form attached hereto as Exhibit A or such other
                form as
                the Committee may require from time to time (the “**Exercise
                Agreement**”);




·
            payment
                in full for the Exercise Price of the shares to be purchased, in
                cash or
                by electronic funds transfer to the Corporation, or by certified
                or
                cashier’s check payable to the order of the Corporation subject to such
                specific procedures or directions as the Committee may
                establish;




·
            any
                written statements or agreements required in connection with fulfilling
                the obligations of the Corporation pursuant to Section 13.10 of the
                Plan;
                and




·
            satisfaction
                of the tax withholding provisions of Section 13.6 of the
                Plan.







The
      Committee also may, but is not required to, authorize a non-cash payment
      alternative specified below at or prior to the time of exercise. In which case,
      the Exercise Price and/or applicable withholding taxes, to the extent so
      authorized, may be paid in full or in part by delivery to the Corporation
      of:




·
            Common
                Shares already owned by the Grantee, valued at their Fair Market
                Value on
                the date prior to the exercise date,provided,however,
                that any shares acquired directly from the Corporation (upon exercise
                of
                an option or otherwise) must have been owned by the Grantee for at
                least
                six (6) months before the date of such exercise;
                and/or




·
            if
                the Common Shares are then registered under the Exchange Act and
                listed or
                quoted on a recognized national securities exchange or in the NASDAQ
                National Market Quotation System, irrevocable instructions to a broker
                to,
                upon exercise of the Option, promptly sell a sufficient number of
                Common
                Shares acquired upon exercise of the Option and deliver to the Corporation
                the amount necessary to pay the Exercise Price (and, if applicable,
                the
                amount of any related tax withholding
                obligations).




An
      Option
      will qualify as an ISO only if it meets all of the applicable requirements
      of
      the Code. If the Option is designated as an ISO, the Option may be rendered
      a
      Nonqualified Option if the Committee permits the use of one or more of the
      non-cash payment alternatives referenced above.




**5.**
            **Early
                Termination of Option****.**




**5.1**  **Possible
      Termination of Option upon Change in Control.** The
      Option is subject to termination in connection with a Change in Control Event
      or
      certain similar reorganization events.




**5.2**  **Termination
      of Option upon a Termination of Grantee’s Employment or
      Services.** Subject
      to earlier termination on the Expiration Date of the Option or pursuant to
      Section 5.1 above, if the Grantee ceases to be employed by or ceases to provide
      services to the Corporation or a Subsidiary (other than in the capacity as
      a
      member of the board of directors of the Corporation as provided below), the
      following rules shall apply (the last day that the Grantee is employed by or
      provides services to the Corporation or a Subsidiary is referred to as the
      Grantee’s “ **Severance
      Date** ”):




·
            other
                than as expressly provided below in this Section 5.2, (a) the Grantee
                will
                have until the date that is 30 days after his or her Severance Date
                to
                exercise the Option (or portion thereof) to the extent that it was
                vested
                on the Severance Date, (b) the Option, to the extent not vested on
                the
                Severance Date, shall terminate on the Severance Date, and (c) the
                Option,
                to the extent exercisable for the 30-day period following the Severance
                Date and not exercised during such period, shall terminate at the
                close of
                business on the last day of the 30-day
                period;




·
            if
                the termination of the Grantee’s employment is the result of the Grantee’s
                voluntary Retirement (as defined below and other than a termination
                by
                the







Corporation
      or a Subsidiary for cause as provided below), then (a) the Grantee will have
      until the date that is 3 years after his or her Severance Date to exercise
      the
      Option (or portion thereof) to the extent that it was vested on the Severance
      Date, (b) the Option, to the extent not vested on the Severance Date, shall
      terminate on the Severance Date, and (c) the Option, to the extent exercisable
      for the 3-year period following the Severance Date and not exercised during
      such
      period, shall terminate at the close of business on the last day of the 3-year
      period;




·
            if
                the termination of the Grantee’s employment is the result of the Grantee’s
                death or Disability (as defined below), then (a) the Grantee (or
                his
                beneficiary or personal representative, as the case may be) will
                have
                until the earlier of the date that is 1 year after the Grantee’s Severance
                Date or until the expiration of the dated term of such Stock Option
                to
                exercise the Option, (b) the Option, to the extent not vested on
                the
                Severance Date, shall terminate on the Severance Date, and (c) the
                Option,
                to the extent exercisable for the 1-year period following the Severance
                Date and not exercised during such period, shall terminate at the
                close of
                business on the last day of the 1-year
                period;




·
            if
                the termination of the Grantee’s employment is the result of a termination
                by the Corporation or a Subsidiary for Cause (as defined below),
                the
                Option (whether vested or not) shall terminate on the Severance
                Date.




In
      the
      event a Grantee who is appointed by the holders of the preferred shares of
      the
      Corporation to serve on the board of directors of the Corporation (the
“ **Board** ”)
      terminates his service to the Corporation (other than in connection with a
      Change in Control Event or certain similar reorganization events), the Option
      shall not be subject to Section 5.2 herein but shall be subject to accelerated
      vesting in accordance with Section 10 of the Plan.




For
      purposes of the Option, “Disability” means a permanent disability (within the
      meaning of Section 22(e)(3) of the Code or as otherwise determined by the
      Administrator). For purposes of the Option, “Retirement” means a termination of
      employment by the Grantee that occurs upon or after the Grantee’s attainment of
      age 65 and in accordance with the retirement policies of the Corporation (or
      the
      Subsidiary that employs the Grantee) then in effect. For purposes of the Option,
      “Cause” means that the Grantee: (a) has been repeatedly negligent in the
      discharge of his or her duties to the Corporation or a Subsidiary or has refused
      to perform stated or assigned duties (other than by reason of a disability
      or
      analogous condition); (b) has been dishonest or committed or engaged in an
      act
      of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized
      disclosure or use of inside information, customer lists, trade secrets or other
      confidential information; (c)  has
      breached a fiduciary duty, or violated any other duty, law, rule, regulation
      or
      policy of the company or an affiliate; (d) has been convicted of, or plead
      guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic
      violations or similar offenses); (e) has materially breached any of the
      provisions of any agreement with the Corporation or a Subsidiary; (f) has
      engaged in unfair competition with, or otherwise acted intentionally in a manner
      injurious to the reputation, business or assets of, the Corporation or a
      Subsidiary; or  has
      improperly induced a vendor or customer to break or terminate any contract
      with
      the Corporation or a Subsidiary or induced a principal for whom the Corporation
      or a Subsidiary acts as agent to terminate such agency
      relationship.







In
      all
      events the Option is subject to earlier termination on the Expiration Date
      of
      the Option or as contemplated by Section 5.1. The Committee shall be the sole
      judge of whether the Grantee continues to render employment or services for
      purposes of this Option Agreement.




**6.**
            **Non-Transferability**.




The
      Option and any other rights of the Grantee under this Option Agreement or the
      Plan are nontransferable and exercisable only by the Grantee, except as set
      forth in Section 5.2(e) of the Plan. Any Common Shares issued on exercise of
      the
      Option are subject to substantial restrictions on transfer, and are subject
      to
      other rights in favor of the Corporation as set forth herein and in the Exercise
      Agreement.




**7.**
            **Securities
                Law Compliance****.**




The
      Grantee acknowledges that the Option and the Common Shares are not being
      registered under the Securities Act, based, in part, in reliance upon an
      exemption from registration under Securities and Exchange Commission Rule 701
      promulgated under the Securities Act of 1933, and a comparable exemption from
      qualification under applicable state securities laws, as each may be amended
      from time to time. The Grantee, by executing this Option Agreement, hereby
      makes
      the following representations to the Corporation and acknowledges that the
      Corporation’s reliance on federal and state securities law exemptions from
      registration and qualification is predicated, in substantial part, upon the
      accuracy of these representations:





·
            The
                Grantee is acquiring the Option and, if and when he/she exercises
                the
                Option, will acquire the Common Shares solely for the Grantee’s own
                account, for investment purposes only, and not with a view to or
                an intent
                to sell, or to offer for resale in connection with any unregistered
                distribution, all or any portion of the Common Shares within the
                meaning
                of the Securities Act, or other applicable state securities
                laws.





·
            The
                Grantee has had an opportunity to ask questions and receive answers
                from
                the Corporation regarding the terms and conditions of the Option
                and the
                restrictions imposed on any Common Shares purchased upon exercise
                of the
                Option. The Grantee has been furnished with, and/or has access to,
                such
                information as he or she considers necessary or appropriate for deciding
                whether to exercise the Option and purchase Common Shares. However,
                in
                evaluating the merits and risks of an investment in the Common Shares,
                the
                Grantee has and will rely upon the advice of his/her own legal counsel,
                tax advisors, and/or investment
                advisors.





·
            The
                Grantee is aware that the Option may be of no practical value, that
                any
                value it may have depends on its vesting and exercisability as well
                as an
                increase in the Fair Market Value of the underlying Common Shares
                to an
                amount in excess of the Exercise Price, and that any investment in
                common
                shares of a closely held corporation such as the Corporation is
                non-marketable, non-transferable and could require capital to be
                invested
                for an indefinite period of time, possibly without return, and at
                substantial risk of loss.





·
            The
                Grantee understands that any Common Shares acquired on exercise of
                the
                Option will be characterized as “restricted securities” under the federal
                securities laws, and that, under such laws and applicable regulations,
                such securities may be resold without registration under the Securities
                Act only in certain limited circumstances, including in accordance
                with
                the conditions of Rule 144 promulgated under the Securities Act,
                as
                presently in effect, with which the Grantee is
                familiar.





·
            The
                Grantee has read and understands the restrictions and limitations
                set
                forth in the Plan, this Option Agreement (including these Terms),
                which
                are imposed on the Option and any Common Shares which may be acquired
                upon
                exercise of the Option.





·
            At
                no time was an oral representation made to the Grantee relating to
                the
                Option or the purchase of Common Shares and the Grantee was not presented
                with or solicited by any promotional meeting or material relating
                to the
                Option or the Common Share.





**8.**
            **Lock-Up
                Agreement.******




Grantee
      may not (nor may any permitted transferee), directly or indirectly, offer,
      sell
      or transfer or dispose of any of the Common Shares acquired upon exercise of
      the
      Option or any interest therein (or agree to do any thereof) (collectively,
      a
“ **Transfer** ”)
      during
      the period commencing as of 14 days prior to and ending one year, or such lesser
      period of time as the relevant underwriters may permit, after the effective
      date
      of a registration statement covering any public offering of the Corporation’s
      securities of which the Grantee has notice (The term “Grantee” includes, where
      the context so requires, any permitted direct or indirect transferee of the
      Grantee.) The Grantee shall agree and consent to the entry of stop transfer
      instructions with the Corporation’s transfer agent against the Transfer of the
      Corporation’s securities beneficially owned by the Grantee and shall conform the
      limitations hereunder by agreement with and for the benefit of the relevant
      underwriters by a lock-up agreement or other agreement in customary form.
      Notwithstanding anything else herein to the contrary, this Section 8 shall
      not
      be construed so as to prohibit the Grantee from participating in a registration
      or a public offering of the Common Shares with respect to any shares which
      he or
      she may hold at that time, provided, however, that such participation shall
      be
      at the sole discretion of the Board.





**9.**
            **Notices****.******




Any
      notice to be given under the terms of this Option Agreement shall be in writing
      and addressed to the Corporation at its principal office to the attention of
      the
      Secretary, and to the Grantee at the address last reflected on the Corporation’s
      payroll records, or at such other address as either party may hereafter
      designate in writing to the other. Any such notice shall be given only when
      received, but if the Grantee is no longer employed by the Corporation or a
      Subsidiary, shall be deemed to have been duly given five business days after
      the
      date mailed in accordance with the foregoing provisions of this Section
      9.




**10.**
            **Plan****.******




The
      Option and all rights of the Grantee under this Option Agreement are subject
      to,
      and the Grantee agrees to be bound by, all of the terms and conditions of the
      Plan, incorporated







herein
      by
      this reference.  In the
      event of a conflict or inconsistency between the terms and conditions of this
      Option Agreement and of the Plan, the terms and conditions of the Plan shall
      govern. The Grantee agrees to be bound by the terms of the Plan and this Option
      Agreement (including these Terms). The Grantee acknowledges having read and
      understanding the Plan and this Option Agreement. Unless otherwise expressly
      provided in other sections of this Option Agreement, provisions of the Plan
      that
      confer discretionary authority on the Board or the Committee do not and shall
      not be deemed to create any rights in the Grantee unless such rights are
      expressly set forth herein or are otherwise in the sole discretion of the Board
      or the Committee so conferred by appropriate action of the Board or the
      Committee under the Plan after the date
      hereof.




**11.**
            **Entire
                Agreement****.******




This
      Option Agreement (including these Terms) and the Plan together constitute the
      entire agreement and supersede all prior understandings and agreements, written
      or oral, of the parties hereto with respect to the subject matter hereof. The
      Plan and this Option Agreement may be amended pursuant to Section 11 of the
      Plan. Such amendment must be in writing and signed by the Corporation. The
      Corporation may, however, unilaterally waive any provision hereof in writing
      to
      the extent such waiver does not adversely affect the interests of the Grantee
      hereunder, but no such waiver shall operate as or be construed to be a
      subsequent waiver of the same provision or a waiver of any other provision
      hereof.




**12.**
            **Governing
                Law; Limited Rights; Severability****.******




**12.1**  **British
      Virgin Islands Laws; Construction.** This
      Option Agreement and the Exercise Agreement shall be governed by and construed
      and enforced in accordance with the laws of the State of Delaware without regard
      to conflict of law principles thereunder. The terms of the Option grant have
      resulted from the negotiations of the parties and each of the parties has had
      an
      opportunity to obtain and consult with its own counsel. The language of all
      parts of the Plan, this Option Agreement (including these Terms) and the
      Exercise Agreement shall in all cases be construed as a whole, according to
      its
      fair meaning, and not strictly for or against either of the parties.




**12.2**  **Limited
      Rights.** Except
      as otherwise expressly authorized by the Committee or the Plan, a participant
      shall not be entitled to any privilege of share ownership as to any Common
      Shares not actually delivered to and held of record by the participant. No
      adjustment will be made for dividends or other rights as a shareholder for
      which
      a record date is prior to such date of delivery. The existence of the Plan,
      this
      award agreement and the awards granted hereunder shall not limit, affect or
      restrict in any way the right or power of the Board or the shareholders of
      the
      Corporation to make or authorize: (a) any adjustment, recapitalization,
      reorganization or other change in the capital structure or business of the
      Corporation or any subsidiary, (b) any merger, amalgamation, consolidation
      or
      change in the ownership of the Corporation or any subsidiary, (c) any issue
      of
      bonds, debentures, capital, preferred or prior preference share ahead of or
      affecting the capital share (or the rights thereof) of the Corporation or any
      subsidiary, (d) any dissolution or liquidation of the Corporation or any
      subsidiary, (e) any sale or transfer of all or any part of the assets or
      business of the Corporation or any subsidiary, or (f) any other corporate act
      or
      proceeding by the Corporation or any subsidiary. No participant, beneficiary
      or







any
      other
      person shall have any claim under any award or award agreement against any
      member of the Board or the Committee, or the Corporation or any employees,
      officers or agents of the Corporation or any subsidiary, as a result of any
      such
      action.




**12.3**  **Severability** .
      If the
      arbitrator selected in accordance with Section 13.2 or a court of competent
      jurisdiction determines that any portion of this Option Agreement, the Plan,
      or
      the Exercise Agreement is in violation of any statute or public policy, then
      only the portions of this Option Agreement, the Plan, or the Exercise Agreement,
      as applicable, which violate such statute or public policy shall be stricken,
      and all portions of this Option Agreement, the Plan, and the Exercise Agreement
      which do not violate any statute or public policy shall continue in full force
      and effect. Furthermore, it is the parties’ intent that any court order striking
      any portion of this Option Agreement, the Plan, and/or the Exercise Agreement
      should modify the stricken terms as narrowly as possible to give as much effect
      as possible to the intentions of the parties hereunder.




**13.**
            **Arbitration****.**




**13.1**  Any
      dispute, controversy or claim arising out of or in connection with or relating
      to this Option Agreement, or the interpretation, breach, termination or validity
      hereof, shall be resolved through arbitration. A dispute may be submitted to
      arbitration upon the request of either party with written notice to the other
      (the “ **Notice** ”).
      The
      arbitration shall be conducted in Hong Kong under the auspices of the Hong
      Kong
      International Arbitration Centre (the “ **Centre** ”).
      There
      shall be three (3) arbitrators. Each party shall nominate one (1) arbitrator
      within thirty (30) days after the delivery of the Notice to the other party.
      The
      appointment of party nominated arbitrators shall be confirmed by the Centre.
      Both arbitrators shall agree on the third arbitrator within thirty (30) days
      of
      their confirmation by the Centre. Should either party fail to appoint an
      arbitrator or should the two arbitrators fail within thirty (30) days to reach
      agreement on the third arbitrator, such arbitrator shall be appointed by the
      Secretary General of the Centre.




**13.2**  The
      arbitration proceedings shall be conducted in English. The arbitration tribunal
      shall apply the UNCITRAL Arbitration Rules as administered by the Centre at
      the
      time of the arbitration. However, if such rules conflict with the provisions
      of
      this Section 13.2, including the provisions concerning the appointment of an
      arbitrator(s), the provisions of this Section 13.2 shall prevail.




**13.3**  The
      arbitrators shall decide any dispute submitted by the parties strictly in
      accordance with the substantive laws of the State of Delaware and shall not
      apply any other substantive law.




**13.4**  Each
      party shall cooperate with the other in making full disclosure of and providing
      complete access to all information and documents requested by the other in
      connection with such arbitration proceedings, subject only to any
      confidentiality obligations binding on such party.




**13.5**  The
      costs
      of arbitration shall be borne by the losing party, unless otherwise determined
      by the arbitration tribunal.







**13.6**  When
      any
      dispute occurs and when any dispute is under arbitration, except for the matters
      in dispute, the parties shall continue to fulfill their respective obligations
      and shall be entitled to exercise their rights under this Agreement.




**13.7**  The
      award
      of the arbitration tribunal shall be final and binding upon the parties, and
      the
      prevailing party may apply to a court of competent jurisdiction for enforcement
      of such award.




**14.**
            **Shareholder
                Approval****.**




Notwithstanding
      anything else contained herein to the contrary, the Option and all rights of
      the
      Grantee under this Option Agreement are subject to approval of the Plan by
      the
      Corporation’s shareholders (such approval to be obtained in accordance with the
      terms of the Plan, the Corporation’s Memorandum and Articles of Association, and
      applicable law) within 12 months after the Effective Date of the Plan.




**15.**
            **Effect
                of this Agreement****.**




This
      Option Agreement shall be assumed by, be binding upon and inure to the benefit
      of any successor or successors to the Corporation.




**16.**
            **Counterparts****.**




This
      Option Agreement may be executed simultaneously in any number of counterparts,
      each of which shall be deemed an original but all of which together shall
      constitute one and the same instrument.




**17.**
            **Section
                Headings****.******




The
      section headings of this Option Agreement are for convenience of reference
      only
      and shall not be deemed to alter or affect any provision hereof.




*[Remainder
      of page intentionally left blank]*









EXHIBIT
      A




**ORIGIN
      AGRITECH LIMITED**


**2005
      PERFORMANCE EQUITY PLAN**


**OPTION
      EXERCISE AND COMMON SHARE PURCHASE AGREEMENT**




The
      undersigned (the “ **Purchaser** ”)
      hereby
      irrevocably elects to exercise his/her right, evidenced by that certain Option
      Agreement dated as of ____________________ (the “ **Option
      Agreement** ”)
      under
      the Origin Agritech Limited 2005 Performance Equity Plan (the “ **Plan** ” ),
      as
      follows:




·
            the
                Purchaser hereby irrevocably elects to purchase __________________
                Common
                Shares (the “**Shares**”),
                of Origin Agritech Limited, an international business company formed
                under
                the laws of the British Virgin Islands (the “**Corporation**”),
                and




·
            such
                purchase shall be at the price of $__________________ per share,
                for an
                aggregate amount of $__________________ (subject to applicable withholding
                taxes pursuant to Section 13.6 of the
                Plan).




Capitalized
      terms are defined in the Plan if not defined herein.





**1.**  **Delivery
      of Share Certificate** .
      The
      Purchaser requests that a certificate representing the Shares be registered
      to
      Purchaser and delivered to: _______________________ _____________________________________________________________________________.





**2.**  **Investment
      Representations** .
      The
      Purchaser acknowledges that the sale of the Shares by the Purchaser is
      restricted by Securities and Exchange Commission Rule 701. The Purchaser hereby
      affirms as made as of the date hereof the representations in Section 7 of the
      “Terms and Conditions of Option” (which are attached to and a part of the Option
      Agreement, the “ **Terms** ”)
      and
      such representations are incorporated herein by this reference. The Purchaser
      represents that he/she has no need for liquidity in this investment, has the
      ability to bear the economic risk of this investment, and can afford a complete
      loss of the purchase price for the Shares.




The
      Purchaser acknowledges receipt of the Corporation’s condensed consolidated
      financial information.




**3.**  **Limitation
      on Disposition and Other Restrictions** .
      The
      Shares are subject to and the Purchaser hereby agrees to the following terms
      and
      conditions of the sale of the Shares to the Purchaser:




·
            any
                transfer of the Shares must comply with the restrictions on transfer
                set
                forth in Section 5.2(e) of the Plan and all applicable laws as set
                forth
                in Section 13.10 of the Plan;




·
            the
                Shares are subject to, and following any otherwise permitted transfer
                of
                the Shares, the Shares shall remain subject to and the transferee
                shall be
                bound by, the lock-up provisions set forth in Section 8 of the Terms,
                the
                foregoing provisions of this Section 3 and the arbitration provisions
                of
                Section 13 of the Terms; and




·
            as
                a condition to any otherwise permitted transfer of the Shares, the
                Corporation may require the transferee to execute a written agreement,
                in
                a form acceptable to the







Committee,
      that the transferee acknowledges and agrees to the foregoing terms and
      restrictions imposed on the Shares.




**4.**  **Plan
      and Option Agreement** .
      The
      Purchaser acknowledges that all of his/her rights are subject to, and the
      Purchaser agrees to be bound by, all of the terms and conditions of the Plan
      and
      the Option Agreement (including the Terms), both of which are incorporated
      herein by this reference. If a conflict or inconsistency between the terms
      and
      conditions of this Option Exercise and Common Share Purchase Agreement and
      of
      the Plan or the Option Agreement shall arise, the terms and conditions of the
      Plan and/or the Option Agreement shall govern. The Purchaser acknowledges
      receipt of a copy of all documents referenced herein (including the Terms and
      a
      disclosure statement) and acknowledges reading and understanding these documents
      and having an opportunity to ask any questions that he/she may have had about
      them. Any controversy or claim arising out of or relating to this Option
      Exercise and Common Share Purchase Agreement shall be submitted to arbitration
      in accordance with Section 13.2 of the Terms, and the laws of the State of
      Delaware shall apply as provided in Section 12.1 of the Terms.




**5.**  **Entire
      Agreement** .
      This
      Option Exercise and Common Share Purchase Agreement, the Option Agreement
      (including the Terms), and the Plan together constitute the entire agreement
      and
      supersede all prior understandings and agreements, written or oral, of the
      parties hereto with respect to the subject matter hereof. The Plan, the Option
      Agreement and this Option Exercise and Common Share Purchase Agreement may
      be
      amended pursuant to Section 11of the Plan. Such amendment must be in writing
      and
      signed by the Corporation. The Corporation may, however, unilaterally waive
      any
      provision hereof or of the Option Agreement in writing to the extent such waiver
      does not adversely affect the interests of the Grantee hereunder, but no such
      waiver shall operate as or be construed to be a subsequent waiver of the same
      provision or a waiver of any other provision hereof.




**6.**  **Notice
      of Sale of ISO Shares** .
      If the
      Shares are being acquired upon exercise of an Option intended to qualify as
      an
      Incentive Stock Option, the Purchaser agrees that, upon any sale or other
      transfer of the Shares within either one year of the date that they are acquired
      by the Purchaser or two years after the Award Date set forth in the Option
      Agreement, the Purchaser shall provide the notice required under Section 2
      (“ISO
      Value Limit”) of the Terms.




**“PURCHASER”**
              
              _________________________________
              *Signature*
              
              _________________________________
              *Print
                Name*
              
              _________________________________
              *Date*
            **ACCEPTED
                BY:**
              **ORIGIN
                AGRITECH LIMITED,**
              an
                international business company formed under the laws of the British
                Virgin
                Island
              
              By:__________________________________
              
              Its:__________________________________