EXHIBIT
      2.4


**AMENDMENT
      OF REGISTRATION RIGHTS AGREEMENT**





Reference
      is made to that certain Registration Rights Agreement (the “ Agreement ”)
      entered into as of July 25, 2007 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. All capitalized terms used but not defined therein
      shall have the meanings as set forth in the Agreement.





WHEREAS,
      pursuant to Section 2(a) of the Agreement, the Company is required to file under
      the
      Securities Act as promptly as practicable but in any event within 90 days of
      the
      Closing Date (the “ Filing
      Period ”),
      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 “ F-3
      Filing Obligation ”);
      and





WHEREAS,
      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;





WHEREAS, Citadel
      Equity Fund Ltd. ,
      as the
      Majority Holder, agrees to amend Section 2(a) and Section 2(d) of the Agreement
      to allow for a Filing Period of 159 days;





NOW
      THEREFORE, in accordance with Section 11(a) of the Agreement, Majority Holder
      hereby agrees to the following:





1.
            Amend
                Section 2(a) of the Agreement to read as
                follows:





“The
      Company and the Guarantor agree to file under the Securities Act as promptly
      as
      practicable but in any event within **159** 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 ”) **(i.e.,
      on or before December 31, 2007)** ,
      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 **249** 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.”









2.
            Amend
                Section 2(d) of the Agreement to read as follows:




“(i)  if
      the
      Shelf Registration Statement is not filed with the Commission within **159** days
      following the Eligibility Date **(i.e.,
      before or on December 31, 2007)** ,
      then
      commencing on the **160** **th** **** day
      after
      the Eligibility Date **(i.e.,
      January 1, 2008)** ,
      Additional Interest shall accrue on the principal amount of the outstanding
      Notes that are Registrable Securities at a rate of 0.25% per annum for the
      first
      90 days following such **160** **th** **** day **(i.e.,
      January 1, 2008)** 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 **249** days
      following the Eligibility Date, then commencing on the **250** **th** day
      after the Eligibility Date, Additional Interest shall accrue on the principal
      amount of the outstanding Notes that are Registrable Securities at a rate of
      0.25% per annum for the first 90 days following such **250** **th** day and
      at a rate of 0.50% per annum thereafter; or”


**CITADEL EQUITY FUND
              LTD.**By:
            Citadel Limited Partnership, its PortfolioManager  By:
            Citadel Investment Group, L.L.C., its GeneralPartner By:Name:
              Title:Authorized
                Signatory




Acknowledged
      and Accepted by:


**ORIGIN
      AGRITECH LTD.**




By:Name:Han
                Gengchen
              Title:Director





**STATE
      HARVEST HOLDINGS LIMITED**




By:Name:Han
                Gengchen
              Title:Director