EXHIBIT
        2.7




**INVESTOR
      RIGHTS AGREEMENT**




THIS
      INVESTOR RIGHTS AGREEMENT ( this “ **Agreement** ”)
      is
      made and entered into as of July 25, 2007, by and
      among (i) (a) Origin Agritech Ltd., a British Virgin Islands limited liability
      company (the “ **Company** ”),
      (b)
      Dr. Han Gengchen, PRC ID No. 110223550623143 (“ **Dr.
      Han** ”),
      Mr.
      Yang Yasheng, PRC ID No. 350102630401035 (“ **Mr.
      Yang** ”)
      and
      Mr. Yuan Liang, Hong Kong ID No. P118142(8) (“ **Mr.
      Yuan** ”,
      and
      together with Dr. Han and Mr. Yang, the “ **Major
      Shareholders** ”)
      and
      (ii) Citadel Equity Fund Ltd.  ( “ **Citadel** ”).
      Capitalized terms used herein but not otherwise defined herein shall have the
      respective meanings set forth in the Notes Purchase Agreement (as defined
      below).




WITNESSETH:




WHEREAS,
      the Company, the Major Shareholders and Citadel, among others, have entered
      into
      that certain Notes Purchase
      Agreement dated as of July 25, 2007 (the “ **Notes** **Purchase
      Agreement** ”),
      pursuant to which the Company has agreed to issue to Citadel, and Citadel has
      agreed to purchase from the Company, 1.0%
      Guaranteed Senior Secured Convertible Notes due 2012 (the
      “ **Notes** ” )
      in an
      aggregate principal amount of US$40,000,000 ,
      which
      are convertible into the Company’s common stock with no
      par value (the
“ **Common
      Stock** ”),
      which
      are being issued pursuant to that certain Indenture dated as of the date hereof
      by and among the
      Company, other subsidiaries of the Company named therein and The Bank of New
      York, as trustee (the “ **Indenture** ”) ;




WHEREAS,
      in consideration of Citadel entering into the Notes Purchase
      Agreement, the Company has agreed to provide certain rights set forth in this
      Agreement; and




WHEREAS, it is a
      condition to the Closing under the Notes Purchase Agreement that the parties
      hereto shall have executed this Agreement.




NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto, intending to be legally bound by this agreement, agree as
      follows:




1.  Representations
      and Warranties of the Company and the Major Shareholders .
      Each of
      the Company and the Major Shareholders (each of the foregoing, a “ **Warrantor** ”),
      jointly and severally, represents and warrants that:




1.1  (i)
      Sinodream Limited, of which Dr. Han is the sole director and shareholder, is
      the
      direct owner of record, free and clear of all Liens, of 3,336,400  shares
      of Common
      Stock ,
      which
      constitutes 14.2% of the outstanding voting power of the Company’s capital
      stock ,
      (ii)
      Leekdon Limited, of which Mr. Yang is the sole director and shareholder, is
      the
      direct owner of record, free and clear of all Liens, of 1,946,550 shares
      of Common
      Stock, which constitutes 8.3% of the outstanding voting power of the Company’s
      capital stock and (iii) Bonasmart Limited, of which Mr. Yuan is the sole
      director and shareholder, is the direct owner of record, free and clear of
      all
      Liens, of 3,336,400 shares
      of Common
      Stock, which constitutes 14.2% of the outstanding voting power of the Company’s
      capital stock,.









1.2  Each
      of
      the Warrantors has full power and authority to make, enter into and carry out
      the terms of this Agreement. This Agreement has been duly executed and delivered
      by each Warrantor and constitutes the legal, valid and binding obligations
      of
      such Warrantor enforceable against such Warrantor in accordance with its
      terms.




1.3  The
      execution and delivery of this Agreement by each Warrantor do not, and the
      performance of this Agreement by such Warrantor will not: (i) conflict with
      or
      violate any law, rule (including the rules of any applicable securities
      exchange), regulation, order, decree or judgment applicable to any Warrantor
      or
      by which any Warrantor or any of the properties of any Warrantor is or may
      be
      bound or affected, or the Charter Documents of the Company; (ii) result in
      or
      constitute (with or without notice or lapse of time) any breach of or default
      under any contract to which any Warrantor is a party or by which any Warrantor
      or any of the affiliates or properties of any Warrantor is or may be bound
      or
      affected, or (iii) result in the creation of any encumbrance or restriction
      on
      any of the shares of Common Stock or equity interests in the Company or
      properties of any Warrantor. The execution and delivery of this Agreement by
      each Warrantor do not, and the performance of this Agreement by each Warrantor
      will not, require any consent or approval of any Person.




2.  Covenants
      and Agreements .




Unless
      the context requires otherwise, the Company hereby covenants and agrees, and,
      to
      the extent permitted by applicable law, each of the Major Shareholders hereby
      covenants and agrees, to cause each Group Company to do as follows:




2.1  FCPA .
      Each of
      the Warrantors shall, and shall cause each Group Company, any of the Company’s
      Subsidiaries and their respective management to, (i) comply with the U.S.
      Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
      thereunder (the “ **FCPA** ”),
      including, without limitation, not making use of the mails or any means or
      instrumentality of interstate commerce corruptly in furtherance of an offer,
      payment, promise to pay or authorization of the payment of any money, or other
      property, gift, promise to give, or authorization of the giving of value to
      any
“foreign official” (as the term is defined in the FCPA) or any foreign political
      party or official thereof or any candidate for foreign political office, in
      contravention of the FCPA and (ii) conduct each such company’s respective
      business in compliance with the FCPA.




2.2  PFIC .
      No
      Group Company shall become a “passive foreign investment company” within the
      meaning of Section 1297 of the U.S. Internal Revenue Code of 1986.




2.3   OFAC .
      Neither
      any Group Company nor, to the knowledge of any Group Company, any director,
      officer, agent, employee, Affiliate or Person acting on behalf of any Group
      Company is currently subject to any U.S. sanctions administered by the Office
      of
      Foreign Assets Control of the U.S. Treasury Department (“ **OFAC** ”);
      and
      no Group Company shall, and each of the Consigning Shareholders shall cause
      each
      Group Company not to, directly or indirectly use the proceeds of the sale of
      the
      Notes, or lend, contribute or otherwise make available such proceeds to any
      Subsidiary, joint venture partner or other Person or entity, towards any sales
      or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other
      country sanctioned by OFAC or for the purpose of financing the activities of
      any
      Person currently subject to any U.S. sanctions administered by
      OFAC.









2.4  Money
      Laundering Laws .
      Each of
      the Group Companies shall, and each of the Consigning Shareholders shall cause
      each Group Company to, conduct its operations at all times in compliance with
      the money laundering statutes of applicable jurisdictions, the rules and
      regulations thereunder and any related or similar rules, regulations or
      guidelines, issued, administered or enforced by any applicable governmental
      agency.




3.  Right
      of First Refusal for Future Securities Offerings .




3.1  Issuance
      Notice .
      Subject
      to the terms and conditions of this Section
      and applicable securities laws, if, following the date hereof and until December
      31, 2010, the Company proposes to issue or sell (other than the sale of
      securities (a “ **Shelf
      Registration** ”)
      effected by preparing and filing a registration statement on Form S-3 (the
      “ **Shelf
      Registration Statement** ”)
      in
      compliance with the U.S. Securities Act of 1933, as amended, and the declaration
      or ordering of the effectiveness of such registration statement by the U.S.
      Securities and Exchange Commission (the “ **Commission** ”))
      any
      securities to a purchaser or purchasers that are not an Affiliate of the Company
      (the “ **Proposed
      Third Party Purchaser** ”),
      the
      Company shall, provided Citadel at such time holds not less than 20.0% of the
      Notes then outstanding and not converted, not less than fifteen (15) business
      days prior to the consummation of such issuance or sale of securities of the
      Company, offer such securities to Citadel by sending written notice (an
“ **Issuance
      Notice** ”)
      to
      Citadel, which shall state (a)
      the
      identity of the Proposed Third Party Purchaser, (b) a description of the
      securities to be issued or sold, including detailed terms of such securities,
      (c) the amount of the securities proposed to be issued to the Proposed Third
      Party Purchaser (the “ **Offered
      New Securities** ”),
      (d)
      the proposed purchase price for the Offered New Securities (the “ **Issuance
      Price** ”);
      and
      (e) the terms and conditions of such proposed sale. The
      Issuance Notice shall also certify that the Company has received a firm offer
      from the Proposed Third Party Purchaser and in good faith believes a binding
      agreement for the Offered New Securities is obtainable on the terms set forth
      in
      the Issuance Notice. The Issuance Notice shall also include a copy of any
      written proposal, term sheet or letter of intent or other agreement or
      understanding relating to the Offered New Securities and proof satisfactory
      to
      the Company that the Offered New Securities will not violate any applicable
      securities laws. Upon delivery of the Issuance Notice, such offer shall be
      irrevocable unless and until the rights of first refusal provided for herein
      shall have been waived or shall have expired.




3.2  Option;
      Exercise .
      By
      notification to the Company within fifteen (15) business days after the Issuance
      Notice is given, Citadel may elect to purchase or otherwise acquire, at the
      price and on the terms specified in such Issuance Notice, up to all of the
      Offered New Securities. The
      closing of any sale pursuant to this Section
      3.2 shall
      occur within sixty (60) days after the date on which such notification is given
      by Citadel. Citadel
      shall be entitled, with the prior consent of the Company (such consent not
      to be
      unreasonably withheld or delayed), to apportion the rights of first refusal
      hereby granted to it among itself and its Affiliates in such proportions as
      it
      deems appropriate.









3.3  Sale
      to Third Parties .
      If less
      than all of the Offered New Securities are elected to be purchased or acquired
      as provided in Section
      3.2 ,
      the
      Company may, during the thirty (30) day period following the expiration of
      the
      15-day period as set forth in Section
      3.2 ,
      offer
      and sell the remaining unsubscribed portion of such securities to the Proposed
      Third Party Purchaser in the Issuance Notice at a price not less than, and
      upon
      terms no more favorable to the Proposed Third Party Purchaser than, those
      specified in the Issuance Notice. If the Company does not enter into an
      agreement for the sale of such securities within such period, or if such
      agreement is not consummated within thirty (30) days after the execution
      thereof, the right of first refusal provided hereunder shall be deemed to be
      revived and such securities shall not be offered to a third party unless first
      reoffered to Citadel in accordance with this Section.




3.4 Shelf
      Registration .




(a)  If,
      following the date hereof and until December 31, 2010, the Company proposes
      to
      issue or sell its securities through a Shelf Registration, the Company shall,
      provided Citadel at such time holds not less than 20.0% of the Notes then
      outstanding and not converted, not less than 30 days prior to filing a
      registration statement on Form S-3 in respect of the Shelf Registration, offer
      such securities to Citadel by sending written notice (a “ **Shelf
      Registration**  **Issuance
      Notice** ”)
      to
      Citadel, which shall state (a) a description of the securities to be issued
      or
      sold, including detailed terms of such securities, (b) the total amount of
      the
      securities to be issued or sold under such registration statement and (c) the
      expected amount of proceeds from the issuance and sale of such securities.
      By
      notification to the Company within 10 days after the Shelf Registration Issuance
      Notice is given, Citadel may elect to enter into negotiation with the Company,
      and the Company shall engage in negotiation with Citadel in good faith, as
      to
      alternative financing other than the Shelf Registration. If the Company and
      Citadel fail to reach a mutually satisfactory agreement with respect to such
      financing five (5) business days prior to the filing date for the Shelf
      Registration Statement in respect of such Shelf Registration, the Company shall
      be entitled to proceed with the filing of such Shelf Registration
      Statement.




(b)  Following
      the date on which the Shelf Registration Statement is declared effective by
      the
      Commission and so long as such Shelf Registration Statement remains effective,
      the Company shall, not less than five (5) business days prior to the proposed
      sale of any securities by way of a “take-down” under such Shelf Registration
      Statement (a “ **Take-down** ”),
      offer
      such securities to Citadel by sending a written notice (a “ **Take-down
      Notice** ”),
      which
      shall state (a) a description of the securities to be issued or sold, including
      detailed terms of such securities, (b) the amount of the securities to be issued
      or sold under such Shelf Registration Statement (the “ **Offered
      Take-down Securities** ”);
      (c)
      the proposed purchase price for the Offered Take-down Securities (the
“ **Take-down**  **Price** ”);
      and
      (d) the terms and conditions of such proposed sale.




(c)  By
      notification to the Company within three (3) business days after the Take-down
      Notice is given, Citadel may elect to purchase or otherwise acquire, at the
      price and on the terms specified in such Take-down Notice, up to all of the
      Offered Take-down Securities. The closing of the sale of the Offered Take-down
      Securities pursuant to this Section 3.4(c) shall occur within thirty (30) days
      after the date on which such notification is given by Citadel. Citadel shall
      be
      entitled, with the prior consent of the Company (such consent not to be
      unreasonably withheld or delayed), to apportion the rights of first offer under
      this Section 3.4 granted to it among itself and its Affiliates in such
      proportions as it deems appropriate.









(d)  If
      less
      than all of the Offered Take-down Securities are elected to be purchased or
      acquired as provided in Section 3.4(c) hereof, the Company may offer and sell
      the remaining unsubscribed portion of such securities by way of a Take-down
      at a
      price not less than, and upon terms no more favorable than, those specified
      in
      the Take-down Notice. If the Company does not offer and sell such securities
      through the Take-down within thirty (30) days after the execution thereof,
      the
      right of first offer provided in this Section 3.4 shall be deemed to be revived
      and such securities shall not be offered by way of a Take-down unless first
      reoffered to Citadel in accordance with this Section 3.4.




4.  Right
      of First Refusal for Future Debt Financing .




4.1  Incurrence
      Notice .
      Subject
      to the terms and conditions of this Section and applicable laws, if, following
      the date hereof and until December 31, 2010, the Company proposes to obtain
      debt
      financing (other than working capital facilities in an aggregate amount not
      exceeding US$25,000,000 or its equivalent) from a financier or financiers that
      are not an Affiliate of the Company (the “ **Proposed
      Third Party Financier** ”),
      the
      Company shall, provided Citadel at such time holds not less than 20.0% of the
      Notes then outstanding and not converted, not less than fifteen (15) business
      days prior to drawdown of such debt financing, offer Citadel the opportunity
      to
      provide such debt financing by sending written notice (an “ **Incurrence
      Notice** ”)
      to
      Citadel, which shall state (a) the identity of the proposed Third Party
      Financier, (b) a description of the debt financing to be provided, including
      detailed terms of such debt financing, (c) the principal amount of such
      financing, and (d) the terms and conditions of such debt financing. The
      Incurrence Notice shall also certify that the Company has received a firm
      commitment from the Proposed Third Party Financier and in good faith believes
      a
      binding agreement for such debt financing is obtainable on the terms set forth
      in the Incurrence Notice. The Incurrence Notice shall also include a copy of
      any
      written proposal, term sheet, commitment letter, letter of intent or other
      agreement or understanding relating to such debt financing. Upon delivery of
      the
      Incurrence Notice, such offer shall be irrevocable unless and until the rights
      of first refusal provided for herein shall have been waived or shall have
      expired.




4.2  Option;
      Exercise .
      By
      notification to the Company within fifteen (15) business days after the
      Incurrence Notice is given, Citadel may elect to provide, on terms no less
      beneficial to the Company than those specified in such Issuance Notice, the
      debt
      financing referred to therein. The closing of any such debt financing pursuant
      to this Section 4.2 shall occur within sixty (60) days after the date on which
      such notification is given by Citadel. Citadel shall be entitled, with the
      prior
      consent of the Company (such consent not to be unreasonably withheld or
      delayed), to apportion the rights of first refusal hereby granted to it among
      itself and its Affiliates in such proportions as it deems
      appropriate.




4.3  Lapse .
      If
      Citadel does not elect to provide debt financing as provided in Section
      4.2 ,
      the
      Company may, during the thirty (30) day period following the expiration of
      the
      fifteen (15) day period as set forth in Section
      4.2 ,
      enter
      into the relevant debt financing arrangements with the Proposed Third Party
      Financier on terms no more favorable to the Proposed Third Party Financer than
      those specified in the Incurrence Notice. If the Company does not enter into
      an
      agreement for the provision of such debt financing within such period, or if
      drawdown of such financing is not consummated within thirty (30) days after
      the
      execution thereof, the right of first refusal provided hereunder shall be deemed
      to be revived and such debt financing shall not be provided by a third party
      unless first reoffered to Citadel in accordance with this Section.









5.  Limitation
      on Conversion of Notes by Citadel .




Notwithstanding
      any provision in the Indenture, the Company shall not effect any conversion
      of
      the Notes, and Citadel shall not have the right to convert any portion of the
      Notes held by it, to the extent that after giving effect to such conversion,
      Citadel (together with its Affiliates) would beneficially own in excess of
      9.99%
      of the number of shares of Common Stock outstanding immediately after giving
      effect to such conversion (the “ **Conversion
      Limitation** ”).
      For
      purposes of the foregoing sentence, the number of shares of Common Stock
      beneficially owned by Citadel and its Affiliates shall include the number of
      shares of Common Stock issuable upon conversion of such Notes with respect
      to
      which the determination of such sentence is being made, but shall exclude the
      number of shares of Common Stock which would be issuable upon (A) conversion
      of
      the remaining, nonconverted portion of any Notes beneficially owned by Citadel
      or any of its Affiliates and (B) exercise or conversion of the unexercised
      or
      nonconverted portion of any other securities of the Company subject to a
      limitation on conversion or exercise analogous to the limitation contained
      herein beneficially owned by Citadel or any of its Affiliates. Except as set
      forth in the preceding sentence, for purposes of this Section, beneficial
      ownership shall be calculated in accordance with Section 13(d) of the Exchange
      Act. For purposes of this Section, in determining the number of outstanding
      shares of Common Stock, Citadel may rely on the number of outstanding shares
      of
      Common Stock as reflected in (x) the Company’s most recent annual, quarterly or
      current report on Form 20F or Form 6-K, respectively, as the case may be; (y)
      a
      more recent public announcement by the Company or (z) any other notice by the
      Company setting forth the number of shares of Common Stock outstanding. For
      any
      reason at any time, upon the written or oral request of Citadel, the Company
      shall within two business days confirm orally and in writing to Citadel the
      number of shares of Common Stock then outstanding. In any case, the number
      of
      outstanding shares of Common Stock shall be determined after giving effect
      to
      the conversion or exercise of securities of the Company, including any Notes,
      by
      Citadel or its Affiliates since the date as of which such number of outstanding
      shares of Common Stock was reported. By not less than sixty-one (61) days’ prior
      written notice to the Company, Citadel may, at its election, increase or
      decrease the Conversion Limitation to any other percentage not in excess of
      9.99% specified in such notice, and the Conversion Limitation shall continue
      to
      apply until such sixty-first day (or such later date, as determined by Citadel,
      as may be specified in such notice).




6.  Indemnification .




(a)  In
      addition to all rights and remedies available to Citadel at law or in equity,
      each of the Warrantors shall jointly and severally indemnify Citadel, and its
      Affiliates, stockholders, officers, directors, employees, agents,
      representatives, successors and permitted assigns (collectively, the
“ **Indemnified
      Parties** ”)
      and
      save and hold each of them harmless against and pay on behalf of or reimburse
      such party as and when incurred for any loss (including, without limitation,
      diminutions in value), liability, demand, claim, action, cause of action, cost,
      damage, deficiency, tax, penalty, fine or expense, whether or not arising out
      of
      any claims by or on behalf of any third party, including interest, penalties,
      reasonable attorneys’ fees and expenses and all reasonable amounts paid in
      investigation, defense or settlement of any of the foregoing (collectively,
      “ **Losses** ”)
      which
      any such party may suffer, sustain or become subject to, as a result of, in
      connection with, relating or incidental to or by virtue of:




(i)   any
      misrepresentation or breach of a representation or warranty on the part of
      any
      Warrantor herein;









(ii)  any
      nonfulfillment or breach of any covenant or agreement on the part of any
      Warrantor herein; or




(iii)  any
      action, demand, proceeding, investigation or claim by any third party
      (including, without limitation, governmental agencies) against or affecting
      any
      Warrantor and/or its Affiliates or Subsidiaries which, if successful, would
      give
      rise to or evidence the existence of or relate to a breach of (A) any of the
      representations or warranties at the time made or (B) covenants of any
      Warrantor.




(b)  Notwithstanding
      the foregoing, and subject to the following sentence, upon judicial
      determination, which is final and no longer appealable, that the act or omission
      giving rise to the indemnification hereinabove provided resulted primarily
      out
      of or was based primarily upon the Indemnified Party’s gross negligence, fraud
      or willful misconduct (unless such action was based upon the Indemnified Party’s
      reliance in good faith upon any of the representations, warranties, covenants
      or
      promises made by any Warrantor herein) by the Indemnified Party, no Warrantor
      shall be responsible for any Losses sought to be indemnified in connection
      therewith, and each Warrantor shall be entitled to recover from the Indemnified
      Party all amounts previously paid in full or partial satisfaction of such
      indemnity, together with all costs and expenses of such Warrantor reasonably
      incurred in effecting such recovery, if any.




(c)  All
      indemnification rights hereunder shall survive indefinitely, regardless of
      any
      investigation, inquiry or examination made for or on behalf of, or any knowledge
      of Citadel and/or any of the other Indemnified Parties.




(d)  The
      indemnity obligations that each Warrantor has under this Section shall be in
      addition to any liability that such Warrantor may otherwise have.




(e)  Notwithstanding
      any other provisions in this Section 6, the Indemnified Parties shall not be
      entitled to recover from the Warrantors for any Losses under this Section 6
      unless and until the total amount of all such Losses indemnifiable hereunder
      exceeds US$100,000, provided that when such amount is exceeded, the Warrantors
      shall be liable for all amount including the first US$100,000. In any event,
      the
      Warrantors’ total liability for any Losses under this Section 6 shall not exceed
      US$60,000,000.









7.  Miscellaneous .




7.1  Termination .
      Except
      for Sections
      6 and 7 ,
      which
      shall survive the termination of this Agreement, or as otherwise expressly
      provided herein, this Agreement will be automatically terminated with no further
      effect at such time that Citadel or any of its Affiliates (as defined in the
      Indenture) is no longer a Beneficial Owner (as defined in the Indenture) of
      any
      Notes or Conversion Shares.




7.2  Specific
      Enforcement .
      Upon a
      breach by any Warrantor of this Agreement, in addition to any such damages
      as
      Citadel is entitled to, directly or indirectly, by reason of said breach,
      Citadel shall be entitled to injunctive relief against such Warrantor if such
      relief is applicable and available, as a remedy at law would be inadequate
      and
      insufficient. Nothing in this Section shall be construed as limiting Citadel’s
      remedies in any way.




7.3  Notices . Notices
      given pursuant to any provision of this Agreement shall be addressed as follows:
      (i) if to the Company, to: No. 21 Sheng Ming Yuan Road, Chanping District,
      Beijing, People’s Republic of China, 102206, Fax: (86) 10 5890 7524, Attention:
      Chief Financial Officer and (ii) if to the Purchaser, to: c/o 131 South Dearborn
      Street, Chicago, Illinois 60609, USA, Fax: (1-312) 267 7300, Attention: Mr.
      Adam
      C. Cooper, with a copy to 18/F Chater House, 8 Connaught Road, Central, Hong
      Kong, Fax: (852) 3667 5511, Attention: Mr. Andrew Fong and Mr. Max Liu, and
      with
      a copy to Milbank, Tweed, Hadley & McCloy LLP, Suites 1029-1031, Twin Towers
      (East), B12 Jianguomenwai Avenue, Chao Yang District, Beijing, People’s Republic
      of China 100022 Fax: (86) 10 5123 5191, Attention: Mr. Edward Sun.




All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be personally delivered or delivered by overnight courier
      or
      mailed by first-class registered or certified mail, postage prepaid, return
      receipt requested, or by facsimile transmission. Every notice hereunder shall
      be
      deemed to have been duly given or served on the date on which personally
      delivered, with receipt acknowledged, upon transmission by facsimile and
      confirmed facsimile receipt, or two (2) days after the same shall have been
      deposited with a reputable international overnight courier.




7.4  Amendments
      and Waiver .
      Unless
      otherwise specifically stated herein, any term of this Agreement may be amended
      with the written consent of the party against whom enforcement may be sought
      and
      the observance of any term of this Agreement may be waived (either generally
      or
      in a particular instance and either retroactively or prospectively) by the
      Company and the Consigning Shareholders, in the case of Citadel’s obligations,
      and by Citadel in the case of the obligations of any other parties hereto.
      No
      waivers of or exceptions to any term, condition or provision of this Agreement,
      in any one or more instances, shall be deemed to be, or construed as, a further
      or continuing waiver of any such term, condition or provision.




7.5  Entire
      Agreement .
      This
      Agreement, together with the other Transaction Documents, embodies the entire
      agreement and understanding between the parties hereto and supersedes all prior
      agreements and understandings relating to the subject matter
      hereof.









7.6  Severability .
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement
      to the extent permitted by law.




7.7  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.




Any
      controversy or claim arising out of or relating to this Agreement, or any breach
      of this Agreement, shall be initiated, maintained and finally determined by
      binding arbitration under the rules of arbitration of the Hong Kong
      International Arbitration Centre (the “ **HKIAC**”)  .
       The arbitral tribunal shall be appointed within thirty (30) days of the
      notice of dispute, and shall consist of three arbitrators appointed as follows:
      one arbitrator shall be appointed by Citadel, one arbitrator shall be appointed
      by the Company, and the third arbitrator shall be appointed jointly by such
      two
      arbitrators;provided,however,
      that if
      the two arbitrators shall be unable to select the third arbitrator within such
      thirty (30)-day period, such third arbitrator shall be chosen by the HKIAC
      Court
      of Arbitration. The place of arbitration shall be in Hong Kong SAR, PRC. The
      arbitration shall be conducted in English. The arbitrators shall be experienced
      and have knowledge in the subject matter of the dispute. Judgment upon any
      award
      rendered may be entered in any court having jurisdiction thereof, or application
      may be made to such court for a judicial acceptance of the award and an order
      of
      enforcement, as the case may be.  Any award pursuant to such proceeding
      shall be granted in U.S. Dollars. The arbitration awards shall be
      non-appealable, final, binding and conclusive upon parties. Each of the parties
      hereby irrevocably agrees that any service of process made with respect to
      a
      dispute under this Agreement may be made pursuant to the notice procedures
      set
      forth in this Agreement.




7.8  Successors
      and Assigns .
      Except
      as otherwise provided herein, the terms and conditions of this Agreement shall
      be binding upon, and inure to the benefit of, the respective representatives,
      successors and assigns of the parties hereto. Unless otherwise provided herein, Citadel may
      assign its rights hereunder to any of
      its
      Affiliates (as
      defined below) .
      For
      purposes of this Agreement, an “ **Affiliate** ”
shall
      refer to: (i) any Person directly or indirectly controlling, controlled by
      or
      under common control with another Person, (ii) any Person owning or controlling
      50% or more of the outstanding voting securities of such other Person, (iii)
      any
      officer, director or partner of such Person, (iv )
      a trust
      for the benefit of such Person referred to in the foregoing clause (ii) of
      this
      definition.




7.9  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




**[Signature
      page(s) to follow]**







IN
      WITNESS WHEREOF, the undersigned have executed this Investor Rights Agreement
      as
      of the day and year written above.


**THE COMPANY:****Origin
              Agritech Ltd.**By:Name: Han Gengchen
              Title: Director


**MAJOR SHAREHOLDERS**:By:Dr.
              Han Gengchen


By:Mr.
Yang
              Yasheng By:Mr.Yuan
                Liang







Accepted
      and Agreed to:




**CITADEL
      EQUITY FUND LTD.**





By:
      Citadel Limited Partnership, its Portfolio Manager





By:
      Citadel Investment Group, L.L.C., its General Partner By:Name:
              Title:
                Authorized Signatory