EXHIBIT
        2.8




NOTES
      PURCHASE AGREEMENT





by
      and
      among





ORIGIN
      AGRITECH LTD.


as
      the
      Company





STATE
      HARVEST HOLDINGS LIMITED


BEIJING
      ORIGIN STATE HARVEST BIOTECHNOLOGY LIMITED


BEIJING
      ORIGIN SEED LIMITED


HENAN
      ORIGIN COTTON TECHNOLOGY DEVELOPMENT LIMITED


CHANGCHUN
      ORIGIN SEED TECHNOLOGY DEVELOPMENT LIMITED


DENONG
      ZHENGCHENG SEED LIMITED


as
      the
      Subsidiaries





THE
      PERSONS LISTED IN SCHEDULE 2


as
      the
      Consigning Shareholders





HAN
      GENGCHEN


YANG
      YASHENG


YUAN
      LIANG





as
      the
      Major Shareholders





AND





CITADEL
      EQUITY FUND LTD.


as
      the
      Purchaser





Dated:
      July 25, 2007









This
      Notes Purchase Agreement (this “ **Agreement** ”)
      is
      dated as of July 25, 2007, by and between Origin Agritech Ltd., a company
      organised and existing under the laws of the British Virgin Islands (the
“ **Company** ”),
      the
      other Group Companies listed on the signature pages hereto, the Consigning
      Shareholders (as defined below), the Major Shareholders (as defined below)
      and
      Citadel Equity Fund Ltd. (the “ **Purchaser** ”).




WHEREAS,
      the Company proposes to issue, and the Purchaser proposes to purchase, the
      Company’s Guaranteed Senior Secured Convertible Notes due 2012 in an aggregate
      principal amount of US$40,000,000 (the “ **Note
      Purchase Amount** ”)
      upon
      the terms and subject to the conditions of this Agreement.




NOW,
      THEREFORE, in consideration of the mutual covenants and promises contained
      herein and for other good and valuable consideration the receipt and adequacy
      of
      which are hereby acknowledged, the parties hereto agree as follows:




**1.**  **Definitions**




For
      all
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires the following terms shall have the meanings set
      forth
      below. Defined terms used but not otherwise defined herein shall have the
      meanings given to such terms in the other Sections of this Agreement or the
      Indenture (as defined below).




“ **Act** ”
means
      the Securities Act of 1933, as amended from time to time, and the rules and
      regulations promulgated thereunder from time to time in effect.




“ **Affiliate** ”
of
      any
      specified Person means:




(a)
            any
                other Person directly or indirectly controlling or controlled by
                or under
                direct or indirect common control with such specified Person, or




(b)
            any
                other Person who is a director or officer
                of:




(1)
            such
                specified Person,




(2)
            any
                Subsidiary of such specified Person,
                or




(3)
            any
                Person described in clause (a) above.




For
      the
      purposes of this definition, “control” when used with respect to any Person,
      means the direct or indirect ownership of in excess of 50% of the equity
      interests in such Person or the power to direct the management and policies
      of
      such Person, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.




“ **Agreement** ”
has
      the
      meaning given in the recitals.




“ **Applicable
      Agreements** ”
has
      the
      meaning given in Section 6(i).




“ **Applicable
      Law** ”
means,
      with respect to any Person or any property, any statute, rule, regulation,
      law
      or ordinance, or any judgment, decree or order applicable to such Person or
      such
      property.




1




“ **Beijing
      Origin** ”
means
      Beijing Origin Seed Limited, 97.96% of the registered capital of which is owned
      by Dr. Han Gengchen, Mr. Yang Yasheng, Mr. Yuan Liang, Mr. Zhao Yuping, Mr.
      Zhang Weidong and Mr. Chen Weicheng.




“ **Business
      Day** ”
has
      the
      meaning given in the Indenture.




“ **BVI** ”
means
      the British Virgin Islands.




“ **Capital
      Stock** ”
means,
      with respect to any Person, any shares or other equivalents (however designated)
      of any class of corporate stock or partnership interests or any other equity
      interests, participations, rights, warrants, options or other interests in
      the
      nature of an equity interest in such Person, including preferred stock, but
      excluding any debt security convertible or exchangeable into such equity
      interest.




“ **Changchun
      Origin** ”
means
      Changchun Origin Seed Technology Development Limited, a substantially
      wholly-owned subsidiary of Beijing Origin, incorporated under the laws of
      PRC.




“ **Charter
      Documents** ”
has
      the
      meaning given in Section 6(i).




“ **Clearing
      Facilities** ”
means
      Clearstream and Euroclear.




“ **Clearstream** ”
means
      Clearstream Banking, société anonyme, and any successor thereto.




“ **Closing** ”
has
      the
      meaning given in Section 5.




“ **Closing
      Date** ”
means
      the date of the Closing.




“ **Collateral
      Agents** ”
means
      the Offshore Collateral Agent and the Onshore Collateral Agent.




“ **Commission** ”
means
      the Securities and Exchange Commission.




“ **Common
      Stock** ”
means
      shares of common stock of the Company, with no par value.




“ **Company** ”
has
      the
      meaning given in the recitals.




“ **Consigning
      Shareholder** ”
means
      any of Dr. Han Gengchen, Mr. Yang Yasheng and Mr. Yuan Liang.




“ **Conversion
      Shares** ”
means
      shares of Common Stock issuable under the conversion of the Notes.




“ **Corporate
      Agreements** ”
means
      the agreements listed in Schedule 1 hereto entered into by SHHL, Origin
      Biotechnology and the PRC Operating Subsidiaries.




“ **Denong** ”
means
      Denong Zhengcheng Seed Limited, a substantially wholly-owned subsidiary of
      Beijing Origin, incorporated under the laws of PRC.




“ **Disclosure
      Schedule** ”
has
      the
      meaning given in Section 6.




“ **Environmental
      Laws** ”
has
      the
      meaning given in Section 6(bb).




“ **Euroclear** ”
means
      Euroclear Bank, S.A./N.V. and any successor thereto.




2




“ **Exchange
      Act** ”
means
      the Securities Exchange Act of 1934, as amended.




“ **FCPA** ”
has
      the
      meaning given in Section 6(dd).




“ **Filing
      Agent** ”
has
      the
      meaning given in Section 9(j).




“ **Filing
      Statements** ”
has
      the
      meaning given in Section 9(j).




“ **Fully-Diluted** ”
has
      the
      meaning given in Section 6(d)(ii).




“ **GAAP** ”
has
      the
      meaning given in Section 6(a)(i).




“ **Group
      Companies** ”
means
      the Company, SHHL, Origin Biotechnology, Beijing Origin, Changchun Origin,
      Henan
      Origin, Denong and the Company’s other existing and future, direct and indirect,
      Subsidiaries.




“ **Guarantees** ”
has
      the
      meaning given in Section 4.




“ **Guarantor** ”
has
      the
      meaning given in Section 4.




“ **Henan
      Origin** ”
means
      Henan Origin Cotton Technology Development Limited, a substantially wholly-owned
      subsidiary of Beijing Origin, incorporated under the laws of PRC.




“ **Indemnified
      Party** ”
has
      the
      meaning given in Section 10(a).




“ **Indemnifying
      Party** ”
has
      the
      meaning given in Section 10(a).




“ **Indenture** ”
means
      an indenture dated as of the Closing Date by and among the Company, other Group
      Companies and the Trustee, a form of which is attached hereto as Exhibit
      A.




“ **Intellectual
      Property** ”
has
      the
      meaning given in Section 6(q)(i).




“ **Investor
      Rights Agreement** ”
means
      the investor rights agreement dated the Closing Date by and among the Company,
      the Major Shareholders and the Purchaser, a form of which is attached hereto
      as Exhibit
      B .




“ **Lien** ”
means
      a
      mortgage, charge, pledge, lien, hypothecation or other security interest
      securing any obligation of any person or any other agreement or arrangement
      having a similar effect.




“ **Major
      Shareholder** ”
means
      any of Dr. Han Genchen, Mr. Yang Yasheng and Mr. Yuan Liang.




“ **Material
      Adverse Change** ”
has
      the
      meaning given in Section 6(s)(ii).




“ **Material
      Adverse Effect** ”
means
      a
      material adverse effect on:




(a)  the
      business, operations, property, earnings, assets, regulatory status, liabilities
      or condition (financial or otherwise) of the Group Companies taken as a
      whole;




(b)  the
      ability of the Group Companies or any Consigning Shareholder to perform its
      material obligations under the Transaction Documents; or




3




(c)  the
      validity or enforceability of the Transaction Documents or the rights and
      remedies of any holder of the Notes under the Notes.




“ **Money
      Laundering Laws** ”
has
      the
      meaning given in Section 6(jj).




“ **Most
      Recent Balance Sheet** ”
has
      the
      meaning given in Section 6(s)(iii).




“ **Non-Competition
      Agreements** ”
means
      (i) a non-competition agreement dated as of the Closing Date between Dr. Han
      Gengchen and the Company, (ii) a non-competition agreement dated as of the
      Closing Date between Mr. Yang Yasheng and the Company, and (iii) a
      non-competition agreement dated as of the Closing Date between Mr. Yuan Liang
      and the Company, a form of which is attached hereto as Exhibit
      C .




“ **Notes** ”
has
      the
      meaning given in Section 3.




“ **Note
      Purchase Amount** ”
has
      the
      meaning given in the recitals.




“ **OFAC** ”
has
      the
      meaning given in Section 6(kk).




“ **Offshore
      Collateral Agent** ” means
      The
      Bank of New York, acting as collateral agent under the Offshore Share
      Charge.




“ **Offshore
      Share Charge** ”
means
      a
      share charge dated as of the Closing Date by and between the Company and the
      Offshore Collateral Agent, a form of which is attached hereto as Exhibit
      D .




“ **Onshore
      Equity Pledge Agreement** ”
means
      (i) the Origin Biotechnology Equity Pledge Agreement and (ii) the PRC Operating
      Subsidiaries Equity Pledge Agreements .




“ **Origin
      Biotechnology** ”
means
      Beijing Origin State Harvest Biotechnology Limited, a PRC limited liability
      company and a wholly foreign-owned subsidiary of SHHL.




“ **Origin
      Biotechnology Equity Pledge Agreement** ”
means
      the equity pledge agreement dated as of the Closing Date among SHHL and the
      Onshore Collateral Agent subject to the undertakings and conditions set forth
      in
      Section 7(o), pursuant
      to which a perfected first-priority Lien on all of the equity interests of
      Origin Biotechnology will be pledged ,
      a form
      of which is attached hereto as Exhibit
      F .




“ **Outside
      Financing** ”
has
      the
      meaning given in Section 7(l).




“ **Permits** ”
has
      the
      meaning given in Section 6(n).




“ **Person** ”
means
      any individual, corporation, company (including any limited liability company),
      association, partnership, joint venture, trust, unincorporated organization,
      government or any agency or political subdivision thereof or any other
      entity.




“ **PFIC** ”
has
      the
      meaning given in Section 6(ii).




“ **PRC** ”
means
      the People’s Republic of China, not including Taiwan, Hong Kong and
      Macau.




“ **PRC
      Operating Subsidiaries** ”
means
      Beijing Origin, Henan Origin, Changchun Origin and Denong.




4




“ **PRC
      Operating Subsidiaries Equity Pledge Agreements** ”
means
      (i) the share pledge agreement to be entered into by and among Origin
      Biotechnology, Zhao Yuping, Yuan Liang, Yang Yasheng, Han Gengchen, Zhang
      Weidong and Chen Weicheng with regard to shares in Beijing Origin, (ii) the
      equity pledge agreement to be entered into by and among Origin Biotechnology,
      Beijing Origin and Han Gengchen with regard to equity interests in Changchun
      Origin, (iii) the equity pledge agreement to be entered into by and among Origin
      Biotechnology, Beijing Origin, Zhang Yingli and Yang Yasheng with regard to
      equity interests in Henan Origin and (iv) the equity pledge agreement to be
      entered into by and among Origin Biotechnology and Beijing Origin with regard
      to
      equity interests in Denong, subject in each case to the undertakings and
      conditions set forth in Section 7(o), pursuant
      to which a perfected first-priority Lien on all of the equity interests of
      the
      PRC Operating Subsidiaries will be pledged for the benefit of Origin
      Biotechnology, forms of which are attached hereto as Exhibit
      G .




“ **PRC
      Subsidiaries** ”
means
      Origin Biotechnology, Beijing Origin, Henan Origin, Changchun Origin and
      Denong.




“ **Proceedings** ”
has
      the
      meaning given in Section 6(m).




“ **Proposal** ”
has
      the
      meaning given in Section 7(aa).




“ **Purchaser** ”
has
      the
      meaning given in the recitals.




“ **Registration
      Rights Agreement** ”
means
      a
      registration rights agreement dated as of the Closing Date between the Company,
      SHHL and the Purchaser, a form of which is attached hereto as Exhibit
      E .




**“Regulation
      S”** has the
      meaning given in Section 3(a).




“ **SEC
      Reports** ”
has
      the
      meaning given in Section 6(a)(i).




“ **Securities** ”
means,
      collectively, the Notes, the Conversion Shares and the Guarantees.




“ **Security
      Documents** ”
means
      the Offshore Share Charge and the Onshore Equity Pledge Agreements.




“ **SHHL** ”
means
      State Harvest Holdings Limited, a wholly-owned subsidiary of the company, a
      company organized and existing under the laws of the British Virgin
      Islands.




“ **Subsidiary** ”
means,
      (i) in respect of any Person, any corporation, company (including any limited
      liability company), association, partnership, joint venture or other business
      entity of which at least a majority of the total voting power of the voting
      stock is at the time owned or controlled, directly or indirectly,
      by:




(a)  such
      Person,




(b)  such
      Person and one or more Subsidiaries of such Person, or




(c)  one
      or
      more Subsidiaries of such Person,




and
      (ii)
      in respect of the Company, any corporation, company (including any limited
      liability company), association, partnership, joint venture or other business
      entity from time to time organized and existing under the laws of the PRC whose
      financial reporting is consolidated with the Company in any audited financial
      statements filed by the Company with the Commission in accordance with the
      Exchange Act.




5




“ **Tax** ”
has
      the
      meaning given in Section 6(p).




“ **Trading
      Market** ”
has
      the
      meaning given in Section 5.




“ **Transaction
      Documents** ”
means
      this Agreement, the Indenture, the Notes, the Guarantees, the Investor Rights
      Agreement, the Non-Competition Agreements, the Registration Rights Agreement,
      the Offshore Share Charge, the Onshore Equity Pledge Agreements or any of them
      as the context may so require.




“ **Trustee** ”
means
      The Bank of New York, acting as trustee under the Indenture.




“ **US$** ”
means
      the lawful currency of the United States from time to time.




**2.**  **Rules
      of Construction** .




Unless
      the context otherwise requires:





(a)  a
      term
      has the meaning assigned to it;




(b)  “or”
is
      not exclusive;




(c)  words
      in
      the singular include the plural, and in the plural include the
      singular;




(d)  all
      references in this Agreement to “Sections”, “Exhibits” and other subdivisions
      are to the designated Sections, Exhibits and subdivisions of this Agreement
      as
      originally executed;




(e)  a
      reference to any person is, where relevant, deemed to be a reference to or
      to
      include, as appropriate, that person’s successors and permitted assignees or
      transferees;




(f)  a
      reference to (or to any specified provision of) any agreement or document
      (including any Transaction Document) is to be construed as a reference to that
      agreement or document as it may be amended from time to time;




(g)  the
      words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
      this Agreement as a whole and not to any particular Section or other
      subdivision.




(h)  “including”
      means “including without limitation;”




(i)  provisions
      apply to successive events and transactions; and




(j)  references
      to a statute or statutory provision are to be construed as a reference to that
      statute or statutory provision as it may be amended from time to
      time.




**3.**  **Issuance
      of Notes** .




Subject
      to the terms and conditions of this Agreement, the Company will, on the Closing
      Date, (i) issue and sell to the Purchaser, and the Purchaser will purchase
      from
      the Company, the Company’s 400 Guaranteed Senior Secured Convertible Notes due
      2012 (the “ **Notes** ”)
      of
      US$100,000 principal amount each, representing an aggregate principal amount
      of
      US$40,000,000, convertible into shares of Common Stock at an initial conversion
      price of US$11.50 per share, and (ii) cause the Guarantors to issue the
      Guarantees.




6




The
      Notes
      will be issued pursuant to the provisions of the Indenture. The Notes will
      be
      offered and sold to the Purchaser pursuant to Regulation S (“ **Regulation
      S** ”)
      or
      other exemption from the registration requirements under the Act. Upon original
      issuance thereof, and until such time as the same is no longer required under
      the applicable requirements of the Act, the Notes and the Conversion Shares
      shall bear the legends relating to the offer and sale of the Notes and the
      Conversion Shares as required by (i) Regulation S under the Act or (ii) any
      other applicable laws or regulations relating to the issuance of the
      Notes.




**4.**  **Guarantees
      and Pledges.**




Pursuant
      to the Indenture and to the fullest extent permitted by Applicable Laws, SHHL
      and, subject always to Section 4.18 of the Indenture, all of the Company’s other
      existing and future direct and indirect Subsidiaries (each, a “ **Guarantor** ”)
      shall
      irrevocably and unconditionally guarantee, on a senior secured basis, to the
      Purchaser and to the Trustee the payment and performance of the Company’s
      obligations under the Transaction Documents (collectively, the “ **Guarantees** ”).




The
      Notes
      and the Guarantees will be secured by (i) subject to the completion of the
      registrations set forth in Section 7(n), a perfected first-priority Lien on
      all
      of the equity interests owned by the Company in SHHL pursuant to the Offshore
      Share Charge and (ii) subject to the completion of the undertakings and
      conditions set forth in Section 7(o), a perfected first-priority Lien on all
      of
      the equity interests of Origin Biotechnology pursuant to the Origin
      Biotechnology Equity Pledge Agreement.




**5.**  **Purchase,
      Sale and Delivery** .




Subject
      to the satisfaction or waiver of all the conditions to closing set forth in
      Section 9, the issue and sale to the Purchaser of the Notes shall occur at
      the
      Hong Kong office of Milbank, Tweed, Hadley & McCloy LLP, on or about 9:30
      a.m., New York time, at a closing (the “ **Closing** ”)
      on
      July 25, 2007 or on such other time or Business Day on or prior to July 31,
      2007
      as may be agreed upon by the Company and the Purchaser. At the Closing, the
      Company shall deliver to the Purchaser one or more global certificates
      representing the Notes, registered in such names and denominations as the
      Purchaser may request, against payment by the Purchaser of the Note Purchase
      Amount as the purchase price therefor by bank wire transfer of immediately
      available federal funds to such bank account or accounts as the Company shall
      have beforehand designated to the Purchaser. The Notes will be represented
      by
      one or more global certificates in book-entry form and will be deposited on
      the
      Closing Date, by or on behalf of the Company, with the Trustee as common
      depositary for Clearstream and Euroclear, or its designated custodian, and
      registered in the name of the Trustee. The Common Stock is traded on the NASDAQ
      Global Market (the “ **Trading
      Market** ”).




**6.**  **Representations
      and Warranties of the Group Companies and the Major
      Shareholders** .
      Except
      as set forth in (i) the Disclosure Schedule to be made part of this Agreement
      upon delivery thereof to the Purchaser on or prior to the Closing (“ **Disclosure
      Schedule** ”)
      and
      (ii) the SEC Reports filed by the Company prior to the Closing Date, which
      exceptions shall be deemed part of the representations and warranties made
      hereunder, each of the Group Companies and the Major Shareholders and, with
      respect to Sections 6(b)(i), (b)(ii), (k)(ii), (kk)(vii) and (kk)(viii) only,
      the Consigning Shareholders, jointly and severally, represents and warrants
      to
      the Purchaser the following as of the date of this Agreement, and such
      representations and warranties shall be deemed to be made as of the Closing
      Date
      (if different from the date of this Agreement), provided that
      each representation or warranty deemed to be made after the date of this
      Agreement shall be deemed to be made by reference to the facts and circumstances
      existing at the date on which such representation or warranty is deemed to
      be
      made (except that, for the avoidance of doubt, any representation or warranty
      that is expressed to be made by reference to the facts and circumstances
      existing as at a specific date shall be made by reference to the facts and
      circumstances existing as at such specific date):




(a)
            SEC
                Reports; Financial Statements.




7




(i)  Except
      as
      set forth on Schedule 6(a)(i) of the Disclosure Schedule, the Company has filed
      all reports, schedules, forms, statements and other documents required to be
      filed by it under the Act and the Exchange Act (the foregoing materials,
      including the exhibits thereto and documents incorporated by reference therein,
      being collectively referred to herein as the “ **SEC
      Reports** ”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Reports prior to the expiration of any such extension on
      a
      timely basis, except where the failure to file, or receive a valid extension
      of
      the timing of filing for, any SEC Reports would not be reasonably expected
      to
      have a Material Adverse Effect, and to the Company’s best knowledge after due
      inquiry, no disciplinary actions or proceedings have been initiated against
      the
      Company and no such actions are threatened, except where such actions or
      proceedings or the threat to undertake any such actions or proceedings would
      not
      be reasonably expected to have a Material Adverse Effect. As of the date of
      filing, in the case of SEC Reports filed pursuant to the Exchange Act, including
      pursuant to Section 13(a) or 15(d) thereof, for the twenty-four months preceding
      the date hereof (or such shorter period as the Company was required by law
      to
      file such reports, forms or other information) (and to the extent any such
      SEC
      Report was amended, then as of the date of filing of such amendment), and as
      of
      the date of effectiveness in the case of SEC Reports filed pursuant to the
      Act
      (and to the extent any such SEC Report was amended, then as of the date of
      effectiveness of such amendment), the SEC Reports complied in all material
      respects with the requirements of the Act and the Exchange Act and the rules
      and
      regulations of the Commission promulgated thereunder, as applicable, and none
      of
      the SEC Reports, as of the date of filing, in the case of SEC Reports filed
      pursuant to the Exchange Act (and to the extent any such SEC Report was amended,
      then as to the date of filing of such amendment), and as of the date of
      effectiveness in the case of SEC Reports filed pursuant to the Act (and to
      the
      extent any such SEC Report was amended, then as of the date of effectiveness of
      such amendment), contained any untrue statement of a material fact or omitted
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading. The financial statements of the Company included
      in
      the SEC Reports have been prepared in accordance with the applicable accounting
      requirements and the rules and regulations of the Commission with respect
      thereto as in effect at the time of filing. Such financial statements have
      been
      prepared in accordance with United States generally accepted accounting
      principles applied on a consistent basis during the periods involved
      (“ **GAAP** ”),
      except as may be otherwise specified in such financial statements or the notes
      thereto and except that unaudited financial statements may not contain all
      footnotes required by GAAP. Such financial statements fairly present in all
      material respects the financial condition, results of operations and cash flows
      of the Company and its consolidated Subsidiaries as of and for the dates thereof
      and the results of operations and cash flows for the periods then ended,
      subject, in the case of unaudited statements, to customary audit-related
      adjustments. All other financial, statistical, and market and industry-related
      data included in the SEC Reports are based on or derived from sources that
      the
      Company reasonably believes to be reliable and accurate. For the purposes of
      this Agreement, the term “filed” (or any derivations thereof) includes filing,
      furnishing or otherwise providing any reports, forms or other information
      provided to the Commission.




(ii)  Except
      as
      set forth on Schedule 6(a)(ii) of the Disclosure Schedule, the Company has
      not,
      in the 12 months preceding the date hereof, received notice from the Trading
      Market to the effect that the Company is not in compliance with the requirements
      of the Trading Market, and to the Company’s best knowledge after due inquiry, no
      disciplinary actions or proceedings have been initiated against the Company
      and
      no such actions are threatened. The Company is, and upon consummation of the
      transactions contemplated hereby reasonably expects to be, in compliance with
      all of the listing requirements of the Trading Market.




8




(b)
            Ownership
                of Shares of Subsidiaries;
                Affiliates.




(i)  Schedule
      6(b)(i) of the Disclosure Schedule contains complete and correct lists of each
      Person (x) in which the Company owns, directly or indirectly, any Capital Stock
      or similar equity interests, showing, as to each Subsidiary (other than the
      PRC
      Operating Subsidiaries), the correct name thereof, the jurisdiction of its
      organization, and the percentage of shares of each class of its Capital Stock
      or
      similar equity interests outstanding owned by the Company and each other
      Subsidiary and (y) in which Beijing Origin and the Consigning Shareholders
      own,
      directly or indirectly, any Capital Stock or similar equity interests showing,
      as to each PRC Operating Subsidiary, the correct name thereof, the jurisdiction
      of its organization, and the percentage of shares of each class of its Capital
      Stock or similar equity interests outstanding owned by Beijing Origin and the
      Consigning Shareholders.




(ii)  All
      of
      the outstanding shares of Capital Stock or similar equity interests of each
      Subsidiary shown in Schedule 6(b)(i) of the Disclosure Schedule as being owned
      by (x) the Company and its Subsidiaries or (y) Beijing Origin and the Consigning
      Shareholders have been validly issued, are fully paid and non-assessable and
      are
      owned by the Company, another Subsidiary, Beijing Origin or one or more
      Controlling Shareholders (as the case may be) free and clear of any
      Lien.




(iii)  Except
      as
      disclosed in Schedule 6(b)(iii) of the Disclosure Schedule, no Subsidiary is
      a
      party to, or otherwise subject to any legal or regulatory restriction or any
      agreement (other than this Agreement) restricting the ability of such Subsidiary
      to pay dividends out of profits or make any other similar distributions of
      profits to the Company or any of its Subsidiaries that owns outstanding shares
      of Capital Stock or similar equity interests of such Subsidiary, except where
      such legal or regulatory restriction or any agreement would not, individually
      or
      in the aggregate, have a Material Adverse Effect.




(c)  Organization .
      Except
      as disclosed in Schedule 6(c) of the Disclosure Schedule, each of the Group
      Companies (i) has been duly organized, is validly existing and is in good
      standing under the laws of its jurisdiction of organization, (ii) has all
      requisite power and authority to carry on its business and to own, lease and
      operate its properties and assets, and (iii) is duly qualified or licensed
      to do
      business and is in good standing as a domestic or foreign corporation or limited
      liability company, as the case may be, authorized to do business in each
      jurisdiction in which the nature of such business or the ownership or leasing
      of
      such properties requires such qualification, except where, for the purposes
      of
      (ii) or (iii) only, the failure to have all such requisite power and authority
      or to be so duly qualified or licensed does not, and would not, individually
      or
      in the aggregate, have a Material Adverse Effect. The
      constitutional documents and certificates of each of the PRC Subsidiaries are
      valid and have been duly approved or registered (as applicable) by competent
      PRC
      Governmental Authorities.




(d)  Capitalization
      and Voting Rights .




(i) Capital
      Stock .
      All of
      the outstanding shares of Capital Stock or similar equity interests of the
      Company have been validly issued, are fully paid and non-assessable, and are
      free and clear of any Lien.




(ii) Issued
      and Issuable Shares .
      Except
      as set forth on Schedule 6(d)(ii) of the Disclosure Schedule, as at the date
      hereof and immediately prior to the Closing, there is no Capital Stock issued
      or
      issuable pursuant to any exercise, conversion, exchange, subscription or
      otherwise in connection with any warrants, options (including pursuant to the
      Company’s stock option plan), convertible securities or any agreement to sell or
      issue Capital Stock or securities which may be exercised, converted or exchanged
      for Capital Stock, other than the shares of the Company’s common stock to be
      issued upon the conversion of the Notes (collectively, “ **Fully-Diluted** ”).
      Prior
      to the Closing Date, the Conversion Shares issuable upon conversion of the
      Notes
      have been duly reserved for issuance, which will constitute 12.91% of the
      Company’s Capital Stock on a Fully Diluted basis as of the Closing Date. When
      duly issued upon conversion of the Notes in accordance with the terms of the
      Notes, the Conversion Shares will have been validly issued, fully paid and
      non-assessable, and the issuance of the Conversion Shares will not be subject
      to
      any preemptive or similar right. Except as set forth on Schedule 6(d)(ii),
      all
      of the issued and outstanding shares of each of the Group Company’s Capital
      Stock as of the Closing are duly authorized, validly issued, fully paid and
      non-assessable, were issued in accordance with the registration or qualification
      provisions of the Act, if applicable, and any relevant “blue sky” laws of the
      United States, if applicable, or pursuant to valid exemptions therefrom and
      were
      issued in compliance with other applicable laws (including, without limitation,
      applicable PRC or BVI laws, rules and regulations) and are not subject to any
      rescission right or put right on the part of the holder thereof nor does any
      holder thereof have the right to require the Company to repurchase such Capital
      Stock.




9




(iii) Voting
      and Other Agreements .
      Except
      as set forth on Schedule 6(d)(iii) of the Disclosure Schedule, as at the date
      hereof and immediately prior to the Closing, there are no outstanding (A)
      options, warrants or other rights to purchase from any Group Company, (B)
      agreements, contracts, arrangements or other obligations of any Group Company
      to
      issue, or (C) other rights to convert any obligation into or exchange any
      securities for, in the case of each of clauses (A) through (C), shares of
      Capital Stock of, or other ownership or equity interests in, any Group Company.
      Except as set forth on Schedule 6(d)(iii) of the Disclosure Schedule, the
      Company is not a party or subject to any agreement or understanding and there
      is
      no agreement or understanding with any Person that affects or relates to (x)
      the
      voting or giving of written consents with respect to any security of the Company
      (including, without limitation, any voting agreements, voting trust agreements,
      shareholder agreements or similar agreements) or the voting by a director of
      the
      Company, (y) the sale, transfer or other disposition with respect to any
      security of the Company or (z) any restrictions with respect to the issuance
      or
      sale of the Notes or the consummation of the transactions contemplated under
      the
      Transaction Documents, or any provisions that would adversely affect the
      interests of the holders of the Notes or the consummation of the transactions
      contemplated under the Transaction Documents, including without limitation
      any
      right of first refusal or right to be consulted or to make a comparable offer
      with respect to the Notes, held by any security holder, creditor or anyone
      who
      holds similar rights in the Company (other than the holders of the
      Notes).




(e)  No
      Registration Rights .
      Except
      as set forth on Schedule 6(e) of the Disclosure Schedule, no holder of
      securities of any of the Group Companies is or will be entitled to have any
      registration rights with respect to such securities.




(f)  Authorization .
      (i)
      Each of the Group Companies has all requisite corporate power and authority
      to
      execute, deliver and perform its obligations under each of the Transaction
      Documents to which it is a party and to consummate the transactions contemplated
      thereby, (ii) this Agreement has been duly authorized, executed and delivered
      by
      the Group Companies and the Consigning Shareholders, and (iii) each of the
      Transaction Documents has been duly authorized and when executed and delivered
      by the Group Companies and the Consigning Shareholders (to the extent they
      are
      parties thereto) shall constitute a legal, valid and binding obligation of
      each
      of the Group Companies and the Consigning Shareholders (to the extent they
      are
      parties thereto) enforceable against the Group Companies and the Consigning
      Shareholders (to the extent they are parties thereto) in accordance with its
      terms, except as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium and other laws of general application affecting enforcement of
      creditors’ rights generally.




10




(g)  Valid
      Issuance of Notes and the Guarantees .
      The
      Notes, when issued, sold and delivered in accordance with the terms thereof
      and
      for the consideration set forth herein, will be free of restrictions on
      transfer, other than restrictions on transfer under applicable state and federal
      securities laws. Assuming the accuracy of the Purchaser’s representations in
      Section 8 below, the Notes will be issued in compliance with applicable state
      and federal securities laws. The Guarantees have been duly authorized, and,
      when
      the Notes have been duly executed, authenticated and issued in accordance with
      the provisions of the Indenture and delivered to and paid for by the Purchaser
      with the Guarantees endorsed thereon by the Guarantors, will constitute the
      legal, valid and binding obligations of each Guarantor entitled to the benefits
      of the Indenture.




(h)  Valid
      Issuance of Conversion Shares .
      The
      conversion rights attached to the Notes, when the Notes are issued on the
      Closing Date, will provide for the right to convert the Notes into up to
      3,478,260 shares of Common Stock of the Company (subject to subdivision or
      consolidation thereof) as of the Closing Date (as calculated immediately
      following the Closing and assuming the conversion of all the Notes). The
      Conversion Shares have been duly and validly reserved for issuance by the
      Company, and when issued pursuant to the terms of the Notes and the Indenture,
      will be validly issued, fully paid and non-assessable, not subject to any
      preemptive or similar rights, free from all taxes, Liens, charges and security
      interests with respect to the issuance thereof and free of restrictions on
      transfer other than as expressly contemplated by the Transaction
      Documents.




(i)  Compliance
      with Instruments .
      None of
      the Group Companies is (i) in violation of its respective articles of
      incorporation, certificate of incorporation, by-laws or other organizational
      documents (the “ **Charter
      Documents** ”)
      or
      (ii) in default in the performance or observance of any material obligation,
      material agreement or material instrument to which such Group Company is bound
      (collectively, “ **Applicable
      Agreements** ”),
      except in the case of clause (ii), to the extent such default would not have
      a
      Material Adverse Effect.




(j)  No
      Conflicts .
      Neither
      the execution, delivery or performance of this Agreement, any other Transaction
      Document nor the consummation of any of the transactions contemplated herein
      or
      therein will conflict with, violate, constitute a breach of or a default (with
      the passage of time or otherwise) under, require the consent of any Person
      or a
      Governmental Authority (other than consents already obtained) or result in
      the
      imposition of a Lien (other than a Lien arising under the Security Documents
      and
      the transactions contemplated by the Transaction Documents) on any assets of
      any
      of the Group Companies under or pursuant to (i) the Charter Documents, (ii)
      any
      Applicable Agreement, or (iii) any Applicable Law. Except as disclosed in
      Schedule 6(j) of the Disclosure Schedule, immediately following consummation
      of
      the transactions contemplated in the Transaction Documents, no default will
      exist under the Indenture.




(k)  Security
      Interests .
      When
      executed and delivered, the Offshore Share Charge will create valid and
      enforceable first-priority security interests in favor of the Offshore
      Collateral Agent in all the Charged Shares (as defined therein), which security
      interests will secure the repayment of the Notes and the other obligations
      purported to be secured thereby and, upon entry
      in
      the share register of SHHL pursuant to section 66(8) of the BVI Business
      Companies Act, 2004 (British Virgin Islands) of the details of the Offshore
      Share Charge and submission of SHHL’s share register for registration by the
      Registrar of Corporate Affairs pursuant to section 231 of the BVI Business
      Companies Act, 2004 (British Virgin Islands) ,
      such
      security interests will be perfected. Except
      as
      disclosed in Schedule 6(k) of the Disclosure Schedule, w hen
      executed and delivered and subject to the approval by and filing with the
      relevant Governmental Authority, (i) the Origin Biotechnology Equity Pledge
      Agreement will create valid and enforceable first-priority security interests
      in
      favor of the collateral agent appointed thereunder in all the equity interest
      in
      Origin Biotechnology which security interest will secure the repayment of the
      Notes and the other obligations purported to be secured thereby and (ii) the
      PRC
      Operating Subsidiaries Equity Pledge Agreements will create a valid and
      enforceable first-priority security interest in favor of Origin Biotechnology
      in
      all the equity interest in the PRC Operating Subsidiaries. ****




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(l)  Governmental
      Filings .
      Except
      as set forth in Schedule 6(l) of the Disclosure Schedule, no filing with,
      consent, approval, authorization or order of, any Governmental Authority is
      required to be made by any of the Group Companies for the consummation of the
      transactions contemplated by the Transaction Documents, except (i) as have
      been
      made or obtained prior to the date of this Agreement or obtained after the
      Closing in accordance with the terms of the Transaction Documents, (ii) as
      may
      be necessary to perfect security interest granted pursuant to the Security
      Documents (and for the avoidance of doubt, the security interest granted under
      the Offshore Share Charge shall be perfected as described in Section 6(k) above)
      and (iii) as may be required under the Act or state securities or “blue sky”
laws and (iv) the failure to make any such filing would not reasonably be
      expected to have a Material Adverse Effect.




(m)  Proceedings .
      Except
      as set forth in Schedule 6(m) of the Disclosure Schedule, there is no action,
      claim, suit, demand, hearing, notice of violation or deficiency, or proceeding,
      domestic or foreign (collectively, “ **Proceedings** ”),
      pending or, to the best knowledge of the Company after due inquiry, threatened,
      that seeks to restrain, enjoin, prevent the consummation of, or otherwise
      challenges any of the Transaction Documents or any of the transactions
      contemplated therein, except where such Proceedings do not, and would not,
      individually or in the aggregate, have a Material Adverse Effect.




(n)  Permits .
      Except
      as set forth in Schedule 6(n) of the Disclosure Schedule, each of the Group
      Companies possesses all material licenses, permits, certificates, consents,
      orders, approvals and other authorizations from, and has made all declarations
      and filings with, all Governmental Authorities, presently required or necessary
      to own or lease, as the case may be, and to operate their respective properties
      and to carry on their respective businesses as now conducted (“ **Permits** ”)
      except
      where, the failure to obtain such licenses, permits, certificates, consents,
      orders, approvals and other authorizations does not, and would not, individually
      or in the aggregate, have a Material Adverse Effect. All of the Permits are
      valid and in full force and effect except where the failure to maintain such
      Permits would not, individually or in the aggregate, have a Material Adverse
      Effect. Each of the Group Companies has fulfilled and performed all of its
      respective obligations with respect to such Permits and no event has occurred
      which allows, or after notice or lapse of time could allow, revocation or
      termination thereof or result in any other material impairment of the rights
      of
      the holder of any such Permit. None of the Group Companies has received actual
      notice of any Proceeding relating to revocation or modification of any such
      Permit.




(o)  Title
      to Property .
      Except
      as set forth in Schedule 6(o) of the Disclosure Schedule, each of the Group
      Companies has good and marketable title to all real property and personal
      property owned by it that is material to their respective businesses, in each
      case free and clear of any Liens as of the Closing Date, except such Liens
      as
      permitted under the Transaction Documents. For real property not owned by any
      of
      the Group Companies and currently used or planned to be used for the business
      operations of the Group Companies, each of such Group Companies has good and
      marketable title to all leasehold estates in real and personal property being
      leased by it that is material to their respective businesses and, in each case
      free and clear of all Liens as of the Closing Date.




12




(p)  Taxes .
      All Tax
      returns required to be filed by each of the Group Companies have been filed
      (taking into account all extensions of due dates), and all such returns are
      true, complete and correct in all material respects. All Taxes that are due
      from
      each of the Group Companies have been paid other than those (i) currently
      payable without penalty or interest or (ii) being diligently contested in good
      faith and by appropriate proceedings and for which adequate reserves have been
      established in accordance with GAAP. To the best knowledge of the Company after
      due inquiry, there are no proposed Tax assessments against any of the Group
      Companies. The accruals and reserves on the books and records of each of Group
      Companies in respect of any Tax liability for any Taxable period not finally
      determined are adequate to meet any assessments of Tax for any such period.
      For
      purposes of this Agreement, the term “ **Tax** ”
and
      “ **Taxes** ”
shall
      mean all federal, state, national, provincial, local and foreign taxes, and
      other assessments of a similar nature (whether imposed directly or through
      withholding), including any interest, additions to tax, or penalties applicable
      thereto.




(q)  Intellectual
      Property .




(i)  The
      Group
      Companies own, possess or can acquire on reasonable terms, adequate trademarks,
      trade names and other rights to inventions, know-how, patents, copyrights,
      confidential information and other intellectual property (collectively, “ **Intellectual
      Property** ”) necessary
      to conduct the business now operated by them, and, except as disclosed in
      Schedule 6(r) of the Disclosure Schedule, have not received any notice of
      infringement of or conflict with asserted rights of others with respect to
      any
      Intellectual Property that, if determined adversely to the relevant Group
      Company, would individually or in the aggregate have a Material Adverse Effect.




(ii)  No
      Intellectual Property owned by any Group Company is the subject of any Lien,
      license or other contract granting rights or security interest therein to any
      other Person, except for Liens, licenses or other contracts granting rights
      or
      security interest that were entered into in the ordinary course of business
      of
      the Group Companies or that do not materially interfere with the use made and
      proposed to be made of such Intellectual Property by any Group
      Company.




(r)  Internal
      Controls .
      Each of
      the Group Companies maintains a system of internal accounting controls
      sufficient to provide reasonable assurance that (i) transactions are
      executed in accordance with management’s general or specific authorization, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with GAAP and to maintain asset accountability, (iii)
      access to assets is permitted only in accordance with management’s general or
      specific authorization and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any material differences.




(s)  Financial
      Statements; No Undisclosed Liabilities .




(i)  Subsequent
      to the date of the Company’s audited financial statements filed for the
      transition period from January 1, 2006 to September 30, 2006, except as
      disclosed therein or in any subsequent SEC Report, (A) none of the Group
      Companies has incurred any liabilities, direct or contingent, that are material,
      individually or in the aggregate, to such Group Company, or has entered into
      any
      material transactions not in the ordinary course of business, (B) there has
      not
      been any material decrease in the Capital Stock or any material increase in
      long-term indebtedness or any material increase in short-term indebtedness
      of
      the Group Companies, or any payment of or declaration to pay any dividends
      or
      any other distribution with respect to the Group Companies, and (C) there has
      not been any material adverse change in the properties, business, operations,
      regulatory status, earnings, assets, liabilities or condition (financial or
      otherwise) of the Group Companies taken as a whole; excluding any changes caused
      by (x) the condition of the industry of the Company that do not
      disproportionately affect the Company, (y) the failure of the Company to meet
      its financial projections or (z) the execution and delivery of this Agreement
      and consummation of the transactions contemplated hereby (each of clauses (A),
      (B) and (C), a “ **Material
      Adverse Change** ”).
      To
      the best knowledge of the Company after due inquiry, there is no event that
      is
      reasonably likely to occur in the foreseeable future, which if it were to occur,
      could, individually or in the aggregate, have a Material Adverse
      Change.




13




(ii)  Without
      limiting the generality of the foregoing paragraph (ii), the Company has no
      liabilities or obligations (whether actual, accrued, absolute, fixed,
      contingent, liquidated, unliquidated or otherwise, and whether due or to become
      due), except for (i) liabilities or obligations shown on the balance sheet
      as of
      September 30, 2006 (the “ **Most
      Recent Balance Sheet** ”),
      (ii)
      liabilities under any agreements, contracts, commitments, licenses or leases
      which have arisen prior to the date of the Most Recent Balance Sheet and which
      are not required to be reflected in a balance sheet, or the notes thereto,
      prepared in accordance with GAAP (none of which relates to a breach of contract,
      breach of warranty, tort, infringement, environmental, health or safety matter,
      violation of Applicable Laws or proceeding brought by Governmental Authorities),
      (iii) liabilities incurred in the ordinary course of business since September
      30, 2006 (none of which relates to a breach of contract, breach of warranty,
      tort, infringement, environmental, health or safety matter, violation of Law
      or
      proceeding brought by Governmental Authorities) and/or (iv) other liabilities
      that are, individually and in the aggregate, immaterial.




(t)  Debt .
      All
      Debt represented by the Notes and the Guarantees is being incurred for proper
      purposes and in good faith. Based on the financial condition of the Company
      as
      of the Closing Date after giving effect to the receipt by the Company of the
      proceeds from the sale of the Securities hereunder, (i) the fair saleable value
      of the Group Companies’ assets exceeds the amount that will be required to be
      paid on or in respect of the Group Companies’ existing Debts and other
      liabilities (including contingent liabilities) as they mature; (ii) the present
      fair saleable value of the assets of the Group Companies is greater than the
      amount that will be required to pay the probable liabilities of the Group
      Companies on their respective Debt as they become absolute and mature; (iii)
      the
      Group Companies are able to realize upon their assets and pay their Debt and
      other liabilities (including contingent obligations) as they mature; (iv) the
      Group Companies’ assets do not constitute unreasonably small capital to carry on
      their respective businesses as now conducted and as proposed to be conducted
      including their respective capital needs taking into account the particular
      capital requirements of the business conducted by the Group Companies, and
      projected capital requirements and capital availability thereof; and (v) the
      current cash flow of each of the Group Companies, together with the proceeds
      the
      Company would receive, were it to liquidate all of its assets, after taking
      into
      account all anticipated uses of the cash, would be sufficient to pay all amounts
      on or in respect of its liabilities when such amounts are required to be paid.
      None of the Group Companies intends to incur Debt beyond its ability to pay
      such
      Debt as they mature (taking into account the timing and amounts of cash to
      be
      payable on or in respect of its Debt). The Company has no knowledge of any
      facts
      or circumstances which lead it to believe that it or any other Group Companies
      will file for reorganization or liquidation under the bankruptcy or
      reorganization laws of any jurisdiction within one year from the Closing Date.
      Except as set forth in Schedule 6(t) of the Disclosure Schedule, none of the
      Group Companies has agreed or consented to cause or permit in the future (upon
      the happening of a contingency or otherwise) any of its property, whether now
      owned or hereafter acquired, to be subject to a Lien (other than, in the case
      of
      any PRC Operating Subsidiary, Liens over property securing an amount less than
      US$15,000,000). Except as set forth in Schedule 6(t) of the Disclosure Schedule,
      none of the Group Companies is a party to, or otherwise subject to any provision
      contained in, any instrument evidencing Debt of any of the Group Companies,
      any
      agreement relating thereto or any other agreement (including, but not limited
      to, its charter or other organizational document) which limits the amount of,
      or
      otherwise imposes restrictions on the incurring of, Debt of the Company (other
      than, in the case of any PRC Operating Subsidiary, restrictions on the
      incurrence of Debt where the minimum threshold amount of such restriction is
      in
      excess of US$15,000,000).




14




(u)  No
      Stabilization .
      Except
      as otherwise set forth in Schedule 6(t) of the Disclosure Schedule, none of
      the
      Group Companies has and, to each of its best knowledge after due inquiry, no
      one
      acting on its behalf has, (i) taken, directly or indirectly, any action designed
      to cause or to result in, or that has constituted or which might reasonably
      be
      expected to constitute, the stabilization or manipulation of the price of any
      security of any of the Group Companies to facilitate the sale or resale of
      any
      of the Securities, (ii) sold, bid for, purchased, or paid anyone any
      compensation for soliciting purchases of, the Notes, or (iii) paid or agreed
      to
      pay to any person any compensation for soliciting another to purchase any other
      securities of the Group Companies.




(v)  No
      Sale to the U.S. None of
      the Group Companies, their respective Affiliates, or any person acting on its
      or
      their behalf has, directly or indirectly, made offers or sales of any security,
      or solicited offers to buy, sell or offer to sell or otherwise negotiate in
      respect of, in the United States or to any United States citizen or resident,
      any security which is or would be integrated with the sale of the Securities
      in
      a manner or under circumstances that would require the registration of the
      Securities under the Act.




(w)  No
      Directed Selling Efforts .
      None of
      the Group Companies, their respective Affiliates, or any person acting on its
      or
      their behalf (other than the Purchaser, its Affiliates or persons acting on
      its
      behalf, as to whom the Company makes no representation) has engaged in any
      directed selling efforts (within the meaning of Regulation S) with respect
      to
      the Securities; and each of the Company, its Subsidiaries, their respective
      Affiliates and each person acting on its or their behalf has complied with
      the
      offering restrictions requirement of Regulation S. ****




(x)  No
      Registration .
      Assuming the accuracy of the Purchaser’s representations and warranties set
      forth in Section 8, no registration under the Act of the Securities is required
      for the offer and sale of the Securities in the manner contemplated herein
      or to
      qualify the Indenture under the Trust Indenture Act of 1939, as
      amended.




(y)  Eligibility .
      The
      Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the
      Act.




(z)  Labor
      Matters .
      There
      is no strike or other labor dispute involving any of the Group
      Companies pending
      or threatened, which could, individually or in the aggregate, have a Material
      Adverse Effect. There is no employment related charge, complaint, grievance,
      investigation, unfair labor practice claim or inquiry of any kind, pending
      against any of the Group
      Companies that
      could, individually or in the aggregate, have a Material Adverse Effect.




(aa)  Brokers
      and Finders .
      The
      Company has not engaged any broker, finder, commission agent or other similar
      person in connection with the transactions contemplated under the Transaction
      Documents, and the Company is not under any obligation to pay any broker’s fee
      or commission in connection with such transactions.




(bb)  Environmental
      Matters .
      Each of
      the Group Companies (i) is in compliance with any and all currently applicable
      foreign, federal, state, national, provincial, and local laws and regulations
      relating to the protection of the environment or hazardous or toxic substances
      or wastes, pollutants or contaminants (“ **Environmental
      Laws** ”)
      in all
      material respects, (ii) has received and is in compliance with all permits,
      licenses or other approvals required of it under applicable Environmental Laws
      that are material to the conduct of its business, (iii) has not received actual
      notice of any actual or potential liability for the investigation or remediation
      of any disposal or release of hazardous or toxic substances or wastes,
      pollutants or contaminants, (iv) none of the Group Companies has knowledge
      of
      any facts which would give rise to any Proceedings, public or private, against
      it or any violation of Environmental Laws arising out of the operations of
      the
      Group Companies, except, in each case, such as would not reasonably be expected
      to result in a Material Adverse Effect; and (v) none of the Group Companies
      has
      stored any hazardous materials on real properties now or formerly owned, leased
      or operated by any of them, and has not disposed of any hazardous materials,
      in
      a manner contrary to any Environmental Laws except as would not reasonably
      be
      expected to result in a Material Adverse Effect.




15




(cc)  Encumbrances .
      Other
      than as set forth in the SEC Reports and except for any such restrictions
      provided under the laws of the jurisdiction of incorporation of any of the
      Group
      Companies, as applicable, there will be no encumbrances or restrictions on
      the
      ability of any of the Group Companies (i) to pay dividends or make other
      distributions on such parties’ Capital Stock or to make loans or advances or pay
      any indebtedness to, or investments in, any of the Group Companies, or (ii)
      to
      transfer any of its property or assets to any of the Group Companies, except
      for
      such restrictions set forth in the Transaction Documents.




(dd)  Foreign
      Corrupt Practices Act .
      None of
      the Group Companies, nor to the best knowledge of the Company after due inquiry,
      any agent or other person acting on behalf of any of the Group Companies, has,
      directly or indirectly, (i) used any funds, or will use any proceeds from the
      sale of the Notes, for unlawful contributions, gifts, entertainment or other
      unlawful expenses related to foreign or domestic political activity, (ii) made
      any unlawful payment to foreign or domestic government officials or employees
      or
      to any foreign or domestic political parties or campaigns from corporate funds,
      (iii) failed to disclose fully any contribution made by the Group Companies
      (or
      made by any person acting on its behalf of which the Company is aware) which
      is
      in violation of law, or (iv) has violated in any material respect any provision
      of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
      regulations thereunder (the “ **FCPA** ”).




(ee)  Ranking
      of Obligations .
      The
      payment obligation of the Company under this Agreement will rank senior to
      all
      existing and future debt of the Company, other than with respect to debt
      incurred pursuant to working capital facilities in an aggregate principal amount
      not exceeding US$25,000,000 at any time.




(ff)  Related
      Party Transactions .
      Other
      than as set forth in the SEC Reports, no material relationship, direct or
      indirect, exists between or among any of the Group Companies or any Affiliate
      of
      the Group Companies, on the one hand, and any current director, officer,
      stockholder, customer or supplier of any of them (including any member of their
      immediate family), on the other hand.




(gg)  Investment
      Company .
      None of
      the Group Companies is, and as a result of the offer and sale of the Securities
      contemplated herein will not be, required to register as an “investment company”
under, and as such term is defined in, the U.S. Investment Company Act of 1940,
      as amended in connection with or as a result of the offer and sale of the
      Securities.




(hh)  PFIC .  None
      of
      the Group Companies is or intends to become a “passive foreign investment
      company” within the meaning of Section 1297 of the Code (“ **PFIC** ”).




(ii)  OFAC .
      Neither
      the Company nor, to the best knowledge of the Company after due inquiry, any
      director, officer, agent, employee, Affiliate or Person acting on behalf of
      the
      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
      the Company will not 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.




16




(jj)  Money
      Laundering Laws .
      The
      operations of each of the Group Companies are and have been conducted 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 (collectively, the “ **Money
      Laundering Laws** ”)
      and no
      action, suit or proceeding by or before any court or governmental agency,
      authority or body or any arbitrator involving any of the Group Companies with
      respect to the Money Laundering Laws is pending or, to the best knowledge of
      the
      Company after due inquiry, threatened.




(kk)  Other
      Representations and Warranties Relating to the
      PRC Subsidiaries .




(i)  All
      material consents, approvals, authorizations or licenses requisite under PRC
      law
      for the due and proper establishment and operation of each of the
      PRC
      Subsidiaries to be
      rendered valid, binding and enforceable, have been duly obtained from the
      relevant PRC Governmental Authorities and are in full force and effect, except
      to the extent that the failure to obtain and maintain in full force and effect
      any such consents, approvals, authorizations or licenses does not, and would
      not, individually or in the aggregate, have a Material Adverse
      Effect.




(ii)  All
      filings and registrations with the PRC Governmental Authorities required in
      respect of each of the
      PRC
      Subsidiaries and its
      operations including, without limitation, the registrations with the Ministry
      of
      Commerce, the State Administration of Industry and Commerce, the State
      Administration for Foreign Exchange, tax bureau and customs authorities have
      been duly completed in accordance with the relevant PRC rules and regulations,
      except to the extent that the failure to duly complete such filings and
      registrations does not, and would not, individually or in the aggregate, have
      a
      Material Adverse Effect.




(iii)  Each
      of the
      PRC
      Subsidiaries has
      complied with all relevant PRC laws and regulations regarding the contribution
      and payment of its registered share capital, the payment schedule of which
      has
      been approved by the relevant PRC Government Authorities, except to the extent
      that failure to so comply does not, and would not, individually or in the
      aggregate, have a Material Adverse Effect. There are no outstanding rights
      of,
      or commitments made by the Company or any Subsidiary to sell any equity interest
      in the
      PRC
      Subsidiaries .




(iv)  None
      of the
      PRC
      Subsidiaries is in
      receipt of any letter or notice from any relevant PRC Governmental Authority
      notifying it of revocation of any material licenses or qualifications issued
      to
      it or any subsidy granted to it by any PRC Governmental Authority for
      non-compliance with the terms thereof or with applicable PRC laws, or the need
      for compliance or remedial actions in respect of the activities carried out
      by
      any of the
      PRC
      Subsidiaries, in each such case that would, individually or in the aggregate,
      have a Material Adverse Effect .




(v)  Each
      of the
      PRC
      Subsidiaries has
      conducted its business activities within the permitted scope of business or
      has
      otherwise operated its business in compliance with all relevant legal
      requirements and with all requisite licenses and approvals granted by competent
      PRC Governmental Authorities. As to licenses, approvals and government grants
      and concessions requisite or useful for the conduct of any part of the business
      of any of the PRC
      Subsidiaries which
      are subject to periodic renewal, the Company has no knowledge of any grounds
      on
      which such requisite renewals will not be granted by the relevant PRC
      Governmental Authorities.




17




(vi)  With
      regard to employment and staff or labor, each of the PRC Subsidiaries has
      complied with all applicable PRC laws and regulations in all material respects,
      including without limitation, laws and regulations pertaining to welfare funds,
      social benefits, medical benefits, insurance, retirement benefits, pensions
      or
      the like, except
      to
      the extent that failure to so comply does not, and would not, individually
      or in
      the aggregate, have a Material Adverse Effect .




(vii)  The
      Corporate Agreements:.




(1)  have
      been
      duly authorized, executed and delivered by the Group Companies and the
      Consigning Shareholders (to the extent they are party thereto) and constitute
      a
      legal, valid and binding obligation of each such Group Company and Consigning
      Shareholder, enforceable against such Group Companies and Consigning
      Shareholders in accordance with their terms, except as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium and other laws of general
      application affecting enforcement of creditors’ rights generally;




(2)  have
      been
      effected in compliance with all applicable national, provincial, municipal
      and
      local laws and no consents, approvals, authorizations, orders, registrations
      and
      qualifications by any Governmental Authority, any self-regulatory organization
      or any court of other tribunal or any stock exchange authorities are required
      in
      connection with the Corporate Agreements; and




(3)  are
      not
      the subject of any action, claim, suit, demand, hearing, notice of violation
      or
      deficiency or proceeding seeking to restrain, enjoin or otherwise challenge
      any
      of the transactions contemplated therein, except to the extent such would not,
      individually or in the aggregate, have a Material Adverse Effect.




(viii)  The
      transactions contemplated by the Corporate Agreements constitute binding and
      irrevocable transactions completed by the parties to such Corporate Agreements
      and such transactions are fully complete, effective and enforceable in
      accordance with the relevant terms and conditions of the Corporate
      Agreements.




(ll)  Full
      Disclosure .
      All
      disclosure furnished by or on behalf of the Company to the Purchaser regarding
      any of the Group Companies, their respective businesses and the transactions
      contemplated under the Transaction Documents, including the SEC Reports and
      the
      Disclosure Schedules to this Agreement, with respect to the representations
      and
      warranties made herein are true and correct with respect to such representations
      and warranties and do not contain any untrue statement of a material fact or
      omit to state any material fact necessary in order to make the statements made
      therein, in light of the circumstances under which they were made, not
      misleading.




The
      Company acknowledges and agrees that the Purchaser does not make any
      representations or warranties with respect to the transactions contemplated
      in
      this Agreement other than those specifically set forth in Section 8
      hereof.




18




**7.**  **Covenants
      of the Group Companies and the Consigning Shareholders** .




The
      Company and, with respect to Sections 7(d), (o), (q), (y), (z), (aa) and (bb)
      only, each other Group Company, the Major Shareholders and the Consigning
      Shareholders, jointly and severally, hereby agree:




(a)  To
      (i)
      advise the Purchaser promptly after obtaining knowledge (and, if requested
      by
      the Purchaser, confirm such advice in writing) of the issuance by any state
      securities commission of any stop order suspending the qualification or
      exemption from qualification of the Securities for offer or sale in any
      jurisdiction, or the initiation of any proceeding for such purpose by any state
      securities commission or other regulatory authority, (ii) use its commercially
      reasonable efforts to prevent the issuance of any stop order or order suspending
      the qualification or exemption from qualification of the Securities under any
      state securities or “ b lue s ky”
laws,
      and (iii) if at any time any state securities commission or other regulatory
      authority shall issue an order suspending the qualification or exemption from
      qualification of the Securities under any such laws, use its commercially
      reasonable efforts to obtain the withdrawal or lifting of such order at the
      earliest possible time.




(b)  So
      long
      as any of the Securities are “restricted securities” within the meaning of Rule
      905 under the Act, to, during any period in which the Company is not subject
      to
      and in compliance with Section 13 or 15(d) of the Exchange Act, provide to
      each
      holder of such restricted securities and to each prospective purchaser (as
      designated by such holder) of such restricted securities, upon the request
      of
      such holder or prospective purchaser, any information required to be provided
      by
      Rule 144A(d)(4) under the Act.




(c)  Whether
      or not any of the transactions contemplated under the Transaction Documents
      are
      consummated or this Agreement is terminated, to pay (i) all costs, expenses,
      fees and taxes incident to and in connection with the preparation, issuance
      and
      delivery of the Securities (provided that, where Closing does not occur, all
      fees and expenses of the Purchaser and the counsels, accountants and any
      advisors, if any, retained by the Purchaser shall be borne by the Purchaser),
      (ii) all fees and expenses of counsels, accountants and any other advisors,
      if
      any, retained by the Company, (iii) all expenses in connection with qualifying
      the Notes for settlement in the Clearing Facilities, (iv) all fees and expenses
      of the Company in connection with approval of the Notes for “book entry”
transfer, and (v) all fees and expenses of the Trustee, the Collateral Agents,
      the Conversion Agent, the Paying Agent, the Registrar and any other agents
      contemplated in the Transaction Documents.




(d)  To
      do and
      perform all things required to be done and performed under the Transaction
      Documents prior to and after the Closing Date.




(e)  Prior
      to
      making any public disclosure or filings as may be required by Applicable Laws
      with respect to any of the Transaction Documents and the transactions
      contemplated hereby and thereby, to provide the Purchaser and its counsels
      with
      the reasonable opportunity to review and comment on such public disclosure
      documents and consider in good faith any comments received by the Purchaser
      or
      its counsels.




(f)  To
      use
      its best efforts to maintain the listing and trading of the Common Stock on
      the
      Trading Market or on an alternative trading market reasonably acceptable to
      the
      Purchaser.




(g)  For
      so
      long as the Purchaser owns any of the Securities, the Company will furnish
      to
      the Purchaser, upon the Purchaser’s request, copies of all reports and other
      communications (financial or otherwise) furnished by the Company to the Trustee
      or to the holders of its Securities and, as soon as available, copies of any
      reports or financial statements furnished to or filed by the Company with the
      Commission or any national securities exchange on which any class of securities
      of the Company may be listed; provided , however ,
      that
      any such report or financial statements filed on the Commission’s EDGAR database
      need not be separately furnished.




19




(h)  During
      the two-year period after the Closing Date (or such shorter period as may be
      provided for in Rule 144(k) under the Act, as the same may be in effect from
      time to time), not to, and not to permit any current or future Subsidiaries
      of
      the Company or any other affiliates (as defined in Rule 144(a) under the Act)
      controlled by the Company to, resell any of the Securities (issued as of such
      Closing Date) which constitute “restricted securities” under Rule 144 that have
      been reacquired by the Company, any current or future Subsidiaries of the
      Company or any other affiliates (as defined in Rule 144(a) under the Act)
      controlled by the Company, except pursuant to an effective registration
      statement under the Act.




(i)  To
      pay
      all stamp, documentary and transfer taxes and other duties, if any, which may
      be
      imposed by any Governmental Authorities or any political subdivision thereof
      or
      taxing authority thereof or therein with respect to the issuance of the Notes
      or
      the sale thereof to the Purchaser.




(j)  The
      Company will use its commercially reasonable efforts not to become, and cause
      its Subsidiaries not to become, a PFIC. If the Company determines that it or
      any
      of its Subsidiaries has become a PFIC, the Company will promptly notify the
      Purchaser and provide all information requested by the Purchaser that is
      necessary for it to make a qualified electing fund (QEF) election.




(k)  Not
      register any transfer of the Notes that is not (i) made in accordance with
      the
      provisions of Regulation S, (ii) made pursuant to registration under the Act,
      or
      (iii) made pursuant to an available exemption under the Act.




(l)  Prior
      to
      the Closing Date, the Company shall not, without the express prior written
      consent of the Purchaser (which consent shall not be unreasonably withheld),
      pursue or discuss any capital raising transaction or transactions with any
      Person other than the Purchaser or its Affiliates (“ **Outside
      Financing** ”).




(m)  Prior
      to
      the Closing Date, the Company shall not, and shall procure that its Subsidiaries
      shall not, do anything or take any step, action or measure (or omit to take
      the
      same), that has or could be reasonably expected to have, individually or in
      the
      aggregate, a Material Adverse Effect.




(n)  The
      Company shall use its best efforts to file or otherwise undertake all
      registrations, filings or other formalities required under BVI law to perfect
      and protect the first-priority liens and security interests created under the
      Offshore Share Charge, in accordance with the Offshore Share Charge, which
      initial filing shall be completed or caused to be completed within applicable
      statutory timeframes for the registration of comparable security interests
      under
      BVI law.




(o)  (i)
      Each
      of the Company, SHHL and Origin Biotechnology shall use its ** reasonable efforts
      to obtain, and shall obtain not later than 90 days following the Closing Date,
      approvals from, and complete filing procedures with, relevant Governmental
      Authorities in respect of the Origin Biotechnology Equity Pledge Agreement
      in
      order to create a valid and enforceable first-priority security interest over
      all of the equity interests issued by Origin Biotechnology, including the
      approval from the regional offices of the Ministry of Commerce, the filing
      with
      the regional offices of the Administration of Industry and Commerce or other
      offices to the extent required under PRC law or regulations and filing with
      the
      Registrar of Corporate Affairs of the British Virgin Islands, and (ii) each
      Consigning Shareholder and PRC Operating Subsidiary shall use its reasonable
      efforts to obtain, and shall obtain not later than November 30, 2007, approvals
      from, and complete filing procedures with, relevant Governmental Authorities
      in
      order to create a valid and enforceable first-priority security interest in
      favor of Origin Biotechnology over all of the equity interests issued by the
      PRC
      Operating Subsidiaries, including filing with the relevant offices of the
      Administration of Industry and Commerce or other offices to the extent required
      under PRC law or regulations and registration.




20




(p)  The
      Company shall not use the net proceeds from the sale of the Notes, in any
      amount, for any purpose other than as set forth in Section 4.23 of the
      Indenture.




(q)  In
      the
      event that any of the Group Companies acquires any Person following the Closing
      Date, such Group Company shall obtain, and the Company shall cause such Group
      Company to obtain, as a condition precedent to the consummation of such
      acquisition, an opinion of counsel, which includes, among others, opinions
      substantially to the effect that (i) the transaction documents governing such
      acquisition are enforceable according to their terms and (ii) that such
      acquisition has been undertaken in a prudent and legal manner in accordance
      with
      Applicable Law. In addition, in the event that any acquisition of a Person
      by a
      Group Company is disclosed in a SEC Report filed by the Company, the Company
      shall provide, or cause to provide, a copy of such report to the Purchaser
      promptly as reasonably practicable after filing thereof.




(r)  The
      Company shall authorize and at all times keep reserved for issuance and delivery
      upon conversion of the Notes such number of Conversion Shares or other shares
      of
      the Company as are from time to time issuable upon conversion of any Notes
      and
      will, from time to time, take all necessary steps to amend its articles of
      incorporation to provide a sufficient reserve of Conversion Shares for issuance
      upon conversion of the Notes.




(s)  In
      connection with the conversion of the Notes into Conversion Shares, neither
      the
      Company nor any Person acting on its behalf will take any action which would
      result in the Conversion Shares being delivered by the Company other than to
      the
      then existing holders of the Notes exclusively where no commission or other
      remuneration is paid or given directly or indirectly for soliciting the exchange
      in compliance with Section 3(a)(9) of the Act.




(t)  The
      Company undertakes that (i) it will comply with and cause the other Group
      Companies to comply with 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) it will conduct its
      business and cause the other Group Companies to conduct their businesses in
      compliance with the FCPA.




(u)  Promptly
      as reasonably practicable following the Closing Date, the Company shall cause
      each of the Group Companies to execute appropriate nondisclosure and
      confidentiality agreements with their respective employees (excluding employees
      acting solely as sales representatives and without any access to Intellectual
      Property of any of the Group Companies), consultants and other Persons as
      necessary to establish and preserve ownership of or right to use all
      Intellectual Property material to the operation of its business, including
      any
      Intellectual Property jointly developed with any third parties, or any
      Intellectual Property for which improper or unauthorized disclosure would impair
      its value or validity and shall ensure that such agreements remain in full
      force
      and effect.




21




(v)  Promptly
      and to the extent reasonably practicable following the Closing Date, the Company
      shall cause each Group Company, to the extent applicable as set forth below,
      to
      consummate the following:




(i)  Henan
      Origin shall, within four (4) months of the Closing Date, procure all
      replacement, renewed or new operation licenses with regard to the wholesale
      and
      retail sale of seeds material to the operation of its business, to the
      reasonable satisfaction of the Purchaser; and




(ii)  The
      Company shall use its best efforts to procure that, for so long as any Note
      remains outstanding, Beijing Origin transfers profits to Origin Biotechnology
      to
      the maximum extent commercially and legally possible and to the reasonable
      satisfaction of the Purchaser but subject always to the reasonable business
      needs of Beijing Origin.




(w)  The
      Company covenants to timely file (or obtain extensions in respect thereof and
      file within the applicable grace period) all reports required to be filed by
      the
      Company after the date hereof pursuant to the Exchange Act. As long as the
      Conversion Shares are “restricted securities” as defined in Rule 144(a)(3), if
      the Company is not required to file reports pursuant to the Exchange Act, it
      will prepare and make publicly available in accordance with Rule 144(c) (and,
      if
      the Purchaser owns any Conversion Shares, furnish to the Purchaser) such
      information as is required to sell such Conversion Shares under Rule 144, to
      the
      extent Rule 144 is available to the Purchaser for the public resale of
      restricted securities. The Company further covenants that it will take such
      further action as any holder of the Conversion Shares may reasonably request,
      to
      the extent required from time to time to enable such person to sell such
      Conversion Shares without registration under the Securities Act within the
      requirements of the exemption provided by Rule 144, to the extent Rule 144
      is
      available to the Purchaser for the public resale of restricted
      securities.




(x)  The
      Company shall, by no later than the four (4) business days (in the City of
      New
      York) following the Closing Date, file a Form 6-K announcing the respective
      Closing of the transactions contemplated hereby and the material terms thereof,
      which must be reviewed and consented to by the Purchaser prior to the filing,
      which consent shall not be unreasonably withheld or delayed. The Company and
      the
      Purchaser shall consult with each other in issuing any other press releases
      with
      respect to the transactions contemplated hereby, and neither the Company nor
      the
      Purchaser shall issue any such press release or otherwise make any such public
      statement (i) without the prior consent of the Company, with respect to any
      press release of the Purchaser, or (ii) without the prior consent of the
      Purchaser, with respect to any press release of the Company, in either case
      of
      (i) and (ii), which consent shall not unreasonably be withheld or delayed,
      except if such disclosure is required by law, in which case the disclosing
      party
      shall promptly provide the other party with prior notice of such public
      statement or communication. Notwithstanding
      the foregoing, the Company shall not publicly disclose the name of the
      Purchaser, or include the name of the Purchaser in any other filing with the
      Commission or any regulatory agency or Trading Market, without the prior written
      consent of the Purchaser, except (x) as required by federal securities law
      in
      connection with the filing of the Documents (including signature pages thereto)
      with the Commission and (y) to the extent such disclosure is required by law
      or
      Trading Market regulations, in which case the Company shall provide the
      Purchaser with prior notice of such disclosure permitted hereunder.




(y)  From
      the
      date of this Agreement to the Closing Date, each of the Group Companies and
      their respective officers and directors and the Consigning Shareholders will
      not, and each of the Company and the Consigning Shareholders will cause its
      other representatives not to, directly or indirectly, (i) solicit, or
      initiate any proposal (a “ **Proposal** ”)
      relating to (A) direct or indirect acquisition or purchase of any equity
      securities (any and all shares of Capital Stock of the Group Companies,
      securities of the Group Companies convertible into, or exchangeable or
      exercisable for, such shares, and options, warrants or other rights to acquire
      such shares and any securities that represent the right to receive such equity
      securities) or any tender offer or exchange offer or (B) a merger, amalgamation,
      share exchange or consolidation or (C) a sale of all or substantially all of
      the
      assets of the Group Companies, (ii) participate in any discussions or
      negotiations regarding or furnish to any Person any information or otherwise
      facilitate any inquiries or the making of any proposal that constitutes, or
      may
      reasonably be expected to lead to, any Proposal (other than a modified Proposal
      of the Purchaser, if any), or (iii) authorize, engage in, or enter into any
      agreement or understanding with respect to, any Proposal. Each of the Group
      Companies and their respective officers and directors and the Consigning
      Shareholders will, and each of the Group Companies will cause its other
      representatives to, terminate any existing activities or discussions in relation
      to any Proposal with any other party other than the Purchaser and its
      representatives.




22




The
      Company and the Consigning Shareholders will immediately (within one Business
      Day) advise the Purchaser of, and inform the Purchaser of the terms of, and
      the
      identity of the Person making any Proposal that any of the Group
      Companies or
      Consigning Shareholders or any of their representatives or Affiliates may
      receive from
      the
      date of this Agreement to the Closing Date .




(z)  Prior
      to
      the Closing Date, if the Group Companies or their respective officers and
      directors or the Consigning Shareholders violate any of the obligations set
      forth in Section 7(aa) above, the Company and the Consigning Shareholders,
      on a
      joint and several basis, shall pay to the Purchaser all fees and expenses
      incurred by the Purchaser in connection with the transactions contemplated
      by
      the Transaction Documents, including, without limitation, any amounts payable
      under Section 11(b) hereof and all legal and accounting fees and expenses,
      travel and accommodation fees and expenses, and due diligence fees and
      expenses.




(aa)  Prior
      to
      and following the Closing Date, each of SHHL, Origin Biotechnology, the PRC
      Operating Subsidiaries and the Consigning Shareholders (i) shall exercise its
      rights and comply with its obligations under each Corporate Agreement to which
      it is party and (ii) shall not amend or waive, assign or transfer, terminate
      suspend or abandon, all or any part of a Corporate Agreement such that it would
      have a Material Adverse Effect save in accordance with the Indenture. Beijing
      Origin shall not, without the prior consent of Origin Biotechnology, pay any
      dividends out of profits or make any other similar distributions of profits
      to
      its shareholders.




(bb)  If,
      at
      any time following the Closing Date as a result of a change in PRC law
      regulating the foreign ownership of entities engaged in a Related Business,
      any
      Capital Stock of a PRC Operating Subsidiary (other than Origin Biotechnology)
      may be legally transferred to SHHL then SHHL shall, and shall procure that
      each
      relevant Consigning Shareholder and PRC Operating Subsidiary shall, take all
      such action and do all such things to effect, to the fullest extent permitted
      by
      PRC law, the transfer of such Capital Stock to SHHL.




**8.**  **Purchaser’s
      Representations, Warranties and Agreements** .
      The
      Purchaser represents and warrants to the Company that:




(a)  The
      Purchaser is not a “U.S. Person” (as defined in Rule 902 of Regulation S) and it
      understands that no action has been or will be taken in any jurisdiction by
      the
      Company that would permit a public offering of the Notes or the Conversion
      Shares in any country or jurisdiction where action for that purpose is required.
      The Purchaser is not acquiring the Notes or the Conversion Shares for the
      account or benefit of any U.S. persons except in accordance with exemption
      from
      registration requirements of the Act below or in a transaction not subject
      thereto.




23




(b)  The
      Purchaser is acquiring the Notes and, upon conversion of the Notes, the
      Conversion Shares, for its own account and is not acquiring the Notes or the
      Conversion Shares with a view to any distribution thereof that would violate
      the
      Act or the securities laws of any state of the United States or any other
      applicable jurisdiction.




(c)  The
      Purchaser (A) agrees on its own behalf and on behalf of any investor account
      for
      which it has purchased the Notes and/or the Conversion Shares that it will
      not,
      without prior written notice to the Company, offer, sell or otherwise transfer
      any of the Notes and/or the Conversion Shares prior to (x) the date which is
      40
      days after the later of the date of the commencement of the offering and the
      date of original issuance (or of any predecessor of any Security proposed to
      be
      transferred by the Purchaser) and (y) such later date, if any, as may be
      required by applicable law, except (a) to the Company, (b) pursuant to a
      registration statement that has been declared effective under the Act, (c)
      for
      so long as any Security is eligible for resale pursuant to Rule 144A under
      the
      Act, to a “qualified institutional buyer” as defined in Rule 144A that purchases
      for its own account or for the account of another qualified institutional buyer
      to whom notice is given that the transfer is being made in reliance on Rule
      144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons”
(within the meaning of Regulation S) that occur outside the United States within
      the meaning of Regulation S or (e) pursuant to any other available exemption
      from the registration requirements of the Act, and (B) agrees that it will
      give
      to each person to whom such Security is transferred a notice substantially
      to
      the effect of this paragraph.




(d)  The
      Purchaser acknowledges that the Notes and the Conversion Shares are “restricted
      securities” as defined in Rule 144 under the Act.




(e)  No
      form
      of “directed selling efforts” (as defined in Rule 902 of Regulation S), general
      solicitation or general advertising in violation of the Act has been or will
      be
      used nor will any offers by means of any directed selling efforts in the United
      States be made by the Purchaser or any of its representatives in connection
      with
      the offer and sale of any of the Notes and/or the Conversion
      Shares.




(f)  The
      Notes
      and/or the Conversion Shares to be acquired by the Purchaser will be acquired
      for investment for the Purchaser’s own account, not as a nominee or agent, and
      not with a view to the resale or distribution of any part thereof, and that
      the
      Purchaser has no present intention of selling, granting any participation in,
      or
      otherwise distributing the same. The Purchaser does not presently have any
      contract, undertaking, agreement or arrangement with any Person to sell,
      transfer or grant participations to such Person or to any third Person, with
      respect to any of the Notes or the Conversion Shares.




**9.**  **Conditions
      Precedent to the Obligation of the Purchaser to Purchase the
      Notes** **.**




The
      Purchaser’s obligation to purchase the Notes under this Agreement at the Closing
      is subject to the satisfaction or waiver of each of the following conditions
      on
      or prior to the Closing:




(a)  Except
      as
      set forth in the Disclosure Schedule and the SEC Reports filed by the Company
      prior to the Closing Date, all the representations and warranties of each of
      the
      Group Companies, the Major Shareholders and the Consigning Shareholders
      contained in each Transaction Document shall be true and correct as of the
      date
      hereof and at the Closing Date. Each of the Group Companies and the Consigning
      Shareholders shall have performed, satisfied and complied with, to the
      Purchaser’s satisfaction in its sole discretion, all covenants, agreements and
      conditions required by the Transaction Documents to be performed, satisfied
      or
      complied with by them at or prior to the Closing.




24




(b)  To
      the
      best knowledge of the Company, no injunction, restraining order or order of
      any
      nature by a Governmental Authority shall have been issued as of the Closing
      Date
      that could prevent or materially interfere with the consummation of the
      transactions contemplated under the Transaction Documents; and no stop order
      suspending the qualification or exemption from qualification of any of the
      Securities in any jurisdiction shall have been issued and no Proceeding for
      that
      purpose shall have been commenced or, to the best knowledge of the Company
      after
      due inquiry, be pending or threatened as of the Closing Date.




(c)  To
      the
      best knowledge of the Company, no action shall have been taken and no Applicable
      Law shall have been enacted, adopted or issued that could, as of the Closing
      Date, reasonably be expected to prevent the consummation of the transactions
      contemplated under the Transaction Documents. No Proceeding shall be pending
      or,
      to the best knowledge of the Company after due inquiry, threatened other than
      Proceedings that if adversely determined could not, individually or in the
      aggregate, adversely affect the issuance or marketability of the Notes or the
      Conversion Shares, or could not, individually or in the aggregate, have a
      Material Adverse Effect. None of the Group Companies has taken any step, action
      or measure (or omitted to take the same), which has or could be reasonably
      expected to have, individually or in the aggregate, a Material Adverse
      Effect.




(d)  The
      Company shall have obtained any and all approvals, consents and waivers
      necessary for consummation of the transactions contemplated by the Transaction
      Documents, including, but not limited to, all Permits, authorizations, approvals
      or consents of any Governmental Authority.




(e)  The
      Purchaser shall have received on the Closing Date:




(i)  a
      certificate dated the Closing Date, signed by the Chief Executive Officer and
      Chairman of the Board of the Company on behalf of the Company and the other
      Group Companies to the effect that (a) the representations and warranties set
      forth in Section 6 are true and correct with the same force and effect as though
      expressly made at and as of the Closing Date, (b) each of the Group Companies
      has complied with all agreements and satisfied all conditions on its part to
      be
      performed or satisfied hereunder at or prior to the Closing Date, (c) at the
      Closing Date, since the date hereof or since the date of the most recent
      financial statements in the SEC Reports, no event or events have occurred,
      no
      information has become known nor does any condition exist that could,
      individually or in the aggregate, have a Material Adverse Effect, (d) since
      the
      date of the most recent financial statements in the SEC Reports, none of the
      Group Companies has incurred any liabilities or obligations, direct or
      contingent, not in the ordinary course of business, or entered into any other
      transactions not in the ordinary course of business, and there has not been
      any
      change in the Capital Stock or long-term indebtedness of any of the Group
      Companies, in each case, which could, individually or in the aggregate, have
      a
      Material Adverse Effect, and (e) the sale of any of the Notes has not been
      enjoined (temporarily or permanently), and including (x) the specimen signatures
      of those officers of each Group Company authorized to sign the Transaction
      Documents to which such Group Company is a party and (y) true, complete and
      up
      to date copies of the certificate of incorporation and memorandum and articles
      of association of the Company and the certificate of good standing of the
      Company;




(ii)  certificates
      dated the Closing Date, signed by each of the Major Shareholders, to the effect
      that (a) except as set forth in the Disclosure Schedule and the SEC Reports
      filed by the Company prior to the Closing Date, the representations and
      warranties set forth in the Transaction Documents which are given by the Major
      Shareholders are true and correct with the same force and effect as though
      expressly made at and as of the Closing Date, and (b) each of the Major
      Shareholders has complied with all agreements and satisfied all conditions
      on
      its part to be performed or satisfied under the Transaction Documents at or
      prior to the Closing Date;




25




(iii)  the
      opinions of O’Melveny & Myers LLP, U.S. counsel to the Company, dated the
      Closing Date, in the form and substance reasonably satisfactory to the
      Purchaser;




(iv)  the
      opinions of Maples and Calder, BVI counsel to the Company, dated the Closing
      Date, in the form and substance reasonably satisfactory to the Purchaser;
      and




(v)  the
      opinions of Guantao
      Law Firm, PRC
      counsel to the
      Company, dated the Closing Date, in the form and substance reasonably
      satisfactory to the Purchaser.




(f)  Each
      of
      the Transaction Documents shall have been executed and delivered by all parties
      thereto, and the Purchaser shall have received a fully executed original (or
      clearly legible facsimile copy) of each Transaction Document.




(g)  The
      Purchaser shall have received copies of all documents delivered under or in
      connection with the transactions contemplated in the Transaction Documents
      that
      are required to be delivered at or prior to the Closing Date.




(h)  The
      Purchaser shall have received the Disclosure Schedule in form and substance
      satisfactory to the Purchaser in its sole discretion.




(i)  None
      of
      the other parties to any of the Transaction Documents shall be in breach or
      default under their respective obligations thereunder.




(j)  The
      Offshore Collateral Agent shall have received on the Closing Date:




(i)  duly
      executed undated share transfers, share certificates and irrevocable proxies
      in
      respect of the Charged Shares (as defined in the Offshore Share Charge),
      executed but undated letters of resignation and release together with dated
      letters of authority from each of SHHL’s directors and alternate directors and
      an undertaking from SHHL to register transfers of the Charged Shares (as defined
      in the Offshore Share Charge);




(ii)  subject
      to Section 7(n), all registrations, filings and other formalities as may be
      necessary or desirable to perfect the security interests of the Offshore
      Collateral Agent pursuant to the Indenture and the Offshore Share
      Charge;




(iii)  certified
      copies of searches of all applicable registers of security interests applicable
      to the Company and/or SHHL, such searches to be satisfactory to the Purchaser
      in
      its sole discretion.




(iv)  such
      other approvals, opinions, or documents as the Offshore Collateral Agent may
      reasonably request in form and substance reasonably satisfactory to the Offshore
      Collateral Agent; and




(v)  the
      Offshore Collateral Agent and its counsel shall be satisfied that (i) the Lien
      granted to the Offshore Collateral Agent pursuant to the Offshore Share Charge
      is a first priority Lien; and (ii) no Lien
      exists on any of the collateral described above other than the Lien created
      in
      favor of the Offshore Collateral Agent, for the benefit of the Secured Parties,
      pursuant to the Indenture and the Offshore Share Charge.




(k)  The
      Purchaser shall have received on the Closing Date:




(i)  evidence
      that all necessary applications have been prepared and are in a form
      satisfactory for filing promptly following the Closing Date with (1) the
      Ministry of Commerce and the State Administration of Industry and Commerce
      (together with all relevant supporting documents satisfactory to the Purchaser)
      in the PRC and the Registrar of Corporate Affairs in the British Virgin Islands
      in respect of the Origin Biotechnology Equity Pledge Agreement, and (2) the
      State Administration of Industry and Commerce (together with all relevant
      supporting documents satisfactory to the Purchaser) in respect of the PRC
      Operating Subsidiaries Equity Pledge Agreements; and




26




(ii)  evidence
      that the pledge expressed to be created by the Origin Biotechnology Equity
      Pledge Agreement and each PRC Operating Subsidiaries Equity Pledge Agreement
      has
      been duly recorded in the register of shareholders of Origin Biotechnology
      and
      each PRC Operating Subsidiary respectively or, if Origin Biotechnology or any
      PRC Operating Subsidiary does not maintain such a register, a written
      confirmation letter issued by Origin Biotechnology or such PRC Operating
      Subsidiary evidencing the existence and validity of the relevant
      pledge.




(l)  The
      respective board of directors of each of the Group Companies shall have approved
      and authorized by all necessary corporate or other action (i) the execution
      and
      delivery of the Transaction Documents, (ii) all actions to be performed or
      satisfied under the Transaction Documents (including, without limitation, the
      reserve for issuance of the Conversion Shares issuable upon exercise of the
      Notes), (iii) the consummation of the transactions contemplated by the
      Transaction Documents, (iv) the pricing terms of the Notes, and (v) all other
      actions necessary in connection with the transactions contemplated by the
      Transaction Documents and the offering of the Notes, and shall have provided
      the
      Purchaser with a copy of such authorizations.




(m)  The
      Purchaser shall have completed and be satisfied with the results of all
      business, legal and financial due diligence.




(n)  The
      Purchaser shall have received all necessary internal approval for the
      transactions contemplated hereunder or under the Transaction
      Documents.




(o)  The
      Purchaser shall have approved a fund flow chart setting forth how the proceeds
      from the issue of the Notes will be transferred to its direct or indirect PRC
      Subsidiaries and how such PRC Subsidiaries will transfer the funds to the
      Company for purposes of the performance of the Company’s obligations under the
      Transaction Documents.




(p)  Except
      as
      set forth on Schedule 9(q) of the Disclosure Schedule, the Company shall have
      received due and proper waivers, or shall have entered into amendments or
      agreements effecting such waivers, by the security holder, creditor or anyone
      who holds similar rights in the Company (other than the holders of the Notes),
      of any restrictions with respect to the issuance or sale of the Notes or the
      consummation of the transactions contemplated under the Transaction Documents,
      or any provisions that would adversely affect the interests of the holders
      of
      the Notes or the consummation of the transactions contemplated under the
      Transaction Documents, including without limitation any right of first refusal
      or right to be consulted or to make a comparable offer with respect to the
      Notes, held by any such security holder, creditor or  holder of similar
      rights.




**10.**  **Indemnification** .




(a)  Each
      of
      the Group Companies and the Major Shareholders (each such Person being referred
      to as an “ **Indemnifying
      Party** ”),
      jointly and severally, agrees to indemnify and hold harmless the Purchaser,
      each
      of its Affiliates and their respective officers, directors, partners,
      shareholders, counsel, employees and agents (the Purchaser and each such other
      person being referred to as an “ **Indemnified
      Party** ”),
      to
      the fullest extent lawful, from and against any losses, claims, damages,
      liabilities and reasonable expenses (or actions in respect thereof) (the
“ **Losses** ”)
      other
      than those arising from the Purchaser’s gross negligence or willful misconduct,
      as incurred, related to or arising out of or in connection with:




(i)
            actions
                taken or omitted to be taken by any of the Group Companies or the
                Consigning Shareholders or their respective Affiliates, officers,
                directors, employees or agents (including, without limitation, the
                failure
                to take any required actions pursuant to Circular No. 75 of the PRC’s
                State Administration of Foreign Exchange, by any Consigning Shareholder
                or
                the shareholders, executive officers or directors of any Group Company);
                or




27




(ii)
            any
                breach by any of the Group Companies or the Consigning Shareholders
                or
                their respective Affiliates of any of the representations, warranties,
                covenants and agreements set forth in any Transaction
                Document,




and
      will
      reimburse the Indemnified Parties for all reasonable expenses (including,
      without limitation, fees and expenses of counsel) as they are incurred in
      connection with investigating, preparing, defending or settling any such action
      or claim, whether or not in connection with litigation in which any Indemnified
      Party is a named party. If any of the Indemnified Parties’ personnel appears as
      witnesses, are deposed or are otherwise involved in the defense of any action
      against an Indemnified Party, the Indemnifying Parties will reimburse the
      Purchaser for all reasonable expenses incurred by the Purchaser by reason of
      any
      of the Indemnified Parties being involved in any such action.




(b)  As
      promptly as reasonably practical after receipt by an Indemnified Party under
      this Section 10 of notice of the commencement of any action for which such
      Indemnified Party is entitled to indemnification under this Section 10, such
      Indemnified Party will, if a claim in respect thereof is to be made against
      the
      Indemnified Party under this Section 10, notify the Indemnifying Party of the
      commencement thereof in writing; but the omission to so notify the Indemnifying
      Party (i) will not relieve such Indemnifying Party from any liability under
      paragraph (a) above unless and only to the extent it is materially prejudiced
      as
      a result thereof and (ii) will not, in any event, relieve the Indemnifying
      Party
      from any obligations to any Indemnified Party otherwise than the indemnification
      obligation provided in paragraph (a) above. In case any such action is brought
      against any Indemnified Party, and it notifies the Indemnifying Party of the
      commencement thereof, the Indemnifying Party will be entitled to participate
      therein and, to the extent that it may determine, jointly with any other
      Indemnifying Party similarly notified, to assume the defense thereof, with
      counsel satisfactory to such Indemnified Party (who shall not, except with
      the
      consent of the Indemnified Party, be counsel to the Indemnifying Party) at
      the
      expense of the Indemnifying Party; provided , however ,
      that if
      (i) the use of counsel chosen by the Indemnifying Party to represent the
      Indemnified Party would present such counsel with a conflict of interest, (ii)
      the actual or potential defendants in, or targets of, any such action include
      both the Indemnified Party and the Indemnifying Party and the Indemnified Party
      shall have been advised by counsel that there may be one or more legal defenses
      available to it and/or other Indemnified Party that are different from or
      additional to those available to the Indemnifying Party, (iii) the Indemnifying
      Party shall not have employed counsel satisfactory to the Indemnified Party
      to
      represent the Indemnified Party within a reasonable time after notice of the
      institution of such action or (iv) the Indemnifying Party shall authorize the
      Indemnified Party to employ separate counsel at the expense of the Indemnifying
      Party, then, in each such case, the Indemnifying Party shall not have the right
      to direct the defense of such action on behalf of such Indemnified Party or
      parties and such Indemnified Party or parties shall have the right to select
      separate counsel (including local counsel) to defend such action on behalf
      of
      such Indemnified Party or parties at the expense of the Indemnifying Party.
      After notice from the Indemnifying Party to such Indemnified Party of its
      election so to assume the defense thereof and approval by such Indemnified
      Party
      of counsel appointed to defend such action, the Indemnifying Party will not
      be
      liable to such Indemnified Party under this Section 10 for any legal or other
      expenses, other than reasonable costs of investigation, subsequently incurred
      by
      such Indemnified Party in connection with the defense thereof, unless the
      Indemnified Party shall have employed separate counsel in accordance with the
      proviso to the immediately preceding sentence (it being understood, however,
      that in connection with such action the Indemnifying Party shall not be liable
      for the expenses of more than one separate counsel (in addition to local
      counsel) in any one action or separate but substantially similar actions in
      the
      same jurisdiction arising out of the same general allegations or circumstances,
      representing the Indemnified Party who are parties to such action or actions).
      The Indemnifying Party shall not, without the prior written consent of the
      Indemnified Party, effect the settlement or compromise of, or consent to the
      entry of any judgment with respect to, any pending or threatened action or
      claim
      in respect of which indemnification or contribution may be sought hereunder
      (whether or not the Indemnified Party is an actual or potential party to such
      action or claim) unless such settlement, compromise or judgment (i) includes
      an
      unconditional release of the Indemnified Party from all liability arising out
      of
      such action or claim and (ii) does not include a statement as to or an admission
      of fault, culpability or a failure to act, by or on behalf of any Indemnified
      Party.




28




(c)  The
      indemnity and expense reimbursement obligations set forth herein (i) shall
      be in
      addition to any liability any of the Group Companies, the Major Shareholders
      or
      the Consigning Shareholders may otherwise have to any Indemnified Party, (ii)
      shall remain operative and in full force and effect regardless of any
      investigation made by or on behalf of the Purchaser or any other Indemnified
      Party and (iii) shall be binding on any successor or assign of the Group
      Companies or their respective business and assets.




(d)  Notwithstanding
      any other provisions in this Section 10, the Indemnified Parties shall not
      be
      entitled to recover from the Indemnifying Parties for any Losses under this
      Section 10 unless and until the total amount of all such Losses indemnifiable
      hereunder exceeds US$100,000, provided that when such amount is exceeded, the
      Indemnifying Parties shall be liable for all amount including the first
      US$100,000. In any event, the Indemnifying Parties’ total liability for any
      Losses under this Section 10 shall not exceed US$60,000,000.




**11.**  **Termination** .




(a)  The
      Purchaser may terminate this Agreement at any time prior to the Closing Date
      by
      written notice to the Company if any of the following has occurred:




(i)  since
      the
      date hereof, any Material Adverse Change or any development involving or
      reasonably expected to result in a Material Adverse Effect that could, in the
      Purchaser’s reasonable judgment, be expected to (A) make it impracticable or
      inadvisable to proceed with the offering or delivery of the Notes on the terms
      and in the manner contemplated in this Agreement and the Indenture or (B)
      materially impair the investment quality of any of the Securities;




(ii)  the
      failure of any of the Group Companies or the Consigning Shareholders to satisfy
      the conditions contained in Section 9 on or prior to the Closing
      Date;




(iii)  suspension
      of trading in the Common Stock by the Trading Market or the suspension or
      limitation of trading generally in securities on the New York Stock Exchange,
      the London Stock Exchange, the Hong Kong Stock Exchange, the NASDAQ Capital
      Market or the NASDAQ Global Market or any setting of limitations on prices
      for
      securities on any such exchange or the NASDAQ Capital Market or the NASDAQ
      Global Market;




29




(iv)  the
      enactment, publication, decree or other promulgation after the date hereof
      of
      any Applicable Law that could be reasonably expected to have a Material Adverse
      Effect; or




(v)  the
      declaration of a banking moratorium by any federal or New York state
      Governmental Authority; or the taking of any action by any Governmental
      Authority after the date hereof in respect of its monetary or fiscal affairs
      that could reasonably be expected to have a material adverse effect on the
      financial markets in the United States, European Union, the Peoples’ Republic of
      China or Hong Kong.




(b)  The
      Company may terminate this Agreement at any time prior to the Closing Date
      by
      written notice to the Purchaser based upon the Purchaser’s intentional breach of
      its representations, warranties, covenants and obligations under this Agreement
      or the other Transaction Documents.




**12.**  **Survival
      of Representations and Indemnities** **.** The
      representations and warranties, covenants, indemnities and contribution and
      expense reimbursement provisions and other agreements of any of the Group
      Companies and the Consigning Shareholders set forth in this Agreement shall
      remain operative and in full force and effect, and will survive until the full
      and final satisfaction and discharge of the Notes Obligations, regardless of
      (i)
      any investigation, or statement as to the results thereof, made by or on behalf
      of the parties hereto, and (ii) acceptance of the Notes, and payment for them
      hereunder.




**13.**  **Substitution
      of Purchaser** **.** The
      Purchaser shall have the right to substitute any one of its Affiliates as the
      purchaser of the Notes, by written notice to the Company, which notice shall
      be
      signed by both the Purchaser and such Affiliate, shall contain such Affiliate’s
      agreement to be bound by this Agreement and shall contain a confirmation by
      such
      Affiliate of the accuracy with respect to it of the representations and
      warranties set forth in Section 8. Upon receipt of such notice, wherever the
      word “Purchaser” is used in this Agreement (other than in this Section 13), such
      word shall be deemed to refer to such Affiliate in lieu of the original
      Purchaser. In the event that such Affiliate is so substituted as a purchaser
      hereunder and such Affiliate thereafter transfers to the original Purchaser
      all
      of the Notes then held by such Affiliate, upon receipt by the Company of notice
      of such transfer, wherever the word “Purchaser” is used in this Agreement (other
      than in this Section 13), such word shall no longer be deemed to refer to such
      Affiliate, but shall refer to the original Purchaser, and the original Purchaser
      shall have all the rights of an original holder of the Notes under this
      Agreement.




**14.**  **Miscellaneous** **.**




(a)  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.




30




(b)  Except
      with respect to the material terms and conditions of the transactions
      contemplated by the Transaction Documents, the Company covenants and agrees
      that
      neither it nor any other person acting on its behalf will provide the Purchaser
      or its agents or counsel with any information that the Company believes
      constitutes material non-public information, unless prior thereto the Purchaser
      shall have executed a written agreement regarding the confidentiality and use
      of
      such information. The Company understands and confirms that the Purchaser shall
      be relying on the foregoing representations in effecting transactions
      contemplated hereunder.




(c)  This
      Agreement has been and is made solely for the benefit of and shall be binding
      upon the parties hereto and, to the extent provided in Section 10 hereof, the
      controlling persons and their respective agents, employees, officers, directors,
      partners, counsel, and shareholders referred to in Section 10, and their
      respective heirs, executors, administrators, successors and assigns, all as
      and
      to the extent provided in this Agreement, and no other person shall acquire
      or
      have any right under or by virtue of this Agreement.




(d)  THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK.




(e)  The
      parties hereto agree to attempt in good faith to resolve any and all disputes
      arising out of or relating to this Agreement through friendly consultations.
      If
      a dispute is not resolved through friendly consultations within 30 days from
      the
      date a party gives the other parties written notice of the dispute, then it
      shall be resolved exclusively by arbitration before the Hong Kong International
      Arbitration Center in accordance with its rules. The arbitration award shall
      be
      final and binding on the parties and shall be enforceable in any court of
      competent jurisdiction.




(f)  No
      failure to exercise, and no course of dealing with respect to, and no delay
      in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof; nor shall any single or partial exercise of any right, power or remedy
      hereunder preclude any other or further exercise thereof or the exercise of
      any
      other right, power or remedy.




(g)  This
      Agreement may be signed in various counterparts which together shall constitute
      one and the same instrument. In the event that any signature is delivered by
      facsimile transmission, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile signature page
      were an original thereof.




(h)  The
      headings in this Agreement are for convenience of reference only and shall
      not
      constitute part of this Agreement nor limit or otherwise affect the meaning
      of
      any provision of this Agreement.




(i)  If
      any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, in each case to the extent permitted by applicable law, and
      the
      parties hereto shall use their best efforts to find and employ an alternative
      means to achieve the same or substantially the same result as that contemplated
      by such term, provision, covenant or restriction. It is hereby stipulated and
      declared to be the intention of the parties that they would have executed the
      remaining terms, provisions, covenants and restrictions without including any
      of
      such that may be hereafter declared invalid, illegal, void or unenforceable,
      to
      the extent permitted by applicable law.




31




(j)  This
      Agreement may be amended, modified or supplemented, and waivers or consents
      to
      departures from the provisions hereof may be given; provided that the
      same are in writing and signed by all of the signatories hereto.




**[Signature
      Page(s) to Follow]**




32
 ORIGIN
                AGRITECH LTD.By:Name:Han
                GengchenTitle:Director





STATE
              HARVEST
              HOLDINGS LIMITEDBy:Name:Han
                GengchenTitle:Director




BEIJING
                ORIGIN STATE HARVEST
              BIOTECHNOLOGY
                LIMITEDBy:Name:Han
              GengchenTitle:Director




BEIJING
              ORIGIN
              SEED LIMITEDBy:Name:Han
              GengchenTitle:Director




HENAN
                ORIGIN COTTON TECHNOLOGY
              DEVELOPMENT
                LIMITEDBy:Name:Han
              GengchenTitle:Director









CHANGCHUN
                ORIGIN SEED TECHNOLOGY
              DEVELOPMENT
                LIMITEDBy:Name:Han
              GengchenTitle:Director


DENONG
              ZHENGCHENG
              SEED LIMITEDBy:Name:Yang
              YashengTitle:Director




**CONSIGNING
                SHAREHOLDERS:**Han
              Gengchen




Yang
                Yasheng




Yuan
                Liang




**MAJOR
                  SHAREHOLDERS:**Han
                Gengchen
  Yang
                  Yasheng
  Yuan
                  Liang









CITADEL
              EQUITY FUND LTD.By:
            Citadel Limited Partnership,
              its Portfolio ManagerBy:
            Citadel Investment Group, L.L.C.,
              its General PartnerBy:Name:Title:Authorized
              Signatory









**Schedule
      1**





**Corporate
      Agreements**





1.
            Stock
                Consignment Agreement dated December 25, 2004 between Zhao Yuping
                and
                State Harvest Holdings Limited in respect of the consignment of Zhao
                Yuping’s 3.995% shareholding of the total capital of Beijing Origin Seed
                Limited.





2.
            Stock
                Consignment Agreement dated December 25, 2004 between Yuan Liang
                and State
                Harvest Holdings Limited in respect of the consignment of Yuan Liang’s
                25.8% shareholding of the total capital of Beijing Origin Seed
                Limited.





3.
            Stock
                Consignment Agreement dated December 25, 2004 between Yang Yasheng
                and
                State Harvest Holdings Limited in respect of the consignment of Yang
                Yasheng’s 28.675% shareholding of the total capital of Beijing Origin Seed
                Limited.





4.
            Stock
                Consignment Agreement dated December 25, 2004 between Han Gengchen
                and
                State Harvest Holdings Limited in respect of the consignment of Han
                Gengchen’s 34.4% shareholding of the total capital of Beijing Origin Seed
                Limited.





5.
            Stock
                Consignment Agreement dated December 25, 2004 between Zhang Weidong
                and
                State Harvest Holdings Limited in respect of the consignment of Zhang
                Weidong’s 3.13% shareholding of the total capital of Beijing Origin Seed
                Limited.





6.
            Stock
                Consignment Agreement dated December 25, 2004 between Chen Weicheng
                and
                State Harvest Holdings Limited in respect of the consignment of Chen
                Weicheng’s 1.96% shareholding of the total capital of Beijing Origin Seed
                Limited.





7.
            Stock
                Consignment Agreement dated December 25, 2004 between Beijing Origin
                Seed
                Limited and State Harvest Holdings Limited in respect of the consignment
                of Beijing Origin Seed Limited’s 90% shareholding of the total capital of
                Henan Origin Cotton Technology Development
                Limited.





8.
            Stock
                Consignment Agreement dated December 25, 2004 between Zhang Yingli
                and
                State Harvest Holdings Limited in respect of the consignment of Zhang
                Yingli’s 4.1% shareholding of the total capital of Henan Origin Cotton
                Technology Development Limited.





9.
            Stock
                Consignment Agreement dated December 25, 2004 between Yang Yasheng
                and
                State Harvest Holdings Limited in respect of the consignment of Yang
                Yasheng’s 3.86% shareholding of the total capital of Henan Origin Cotton
                Technology Development Limited.





10.
            Stock
                Consignment Agreement dated December 25, 2004 between Beijing Origin
                Seed
                Limited and State Harvest Holdings Limited in respect of the consignment
                of Beijing Origin Seed Limited’s 99% shareholding of the total capital of
                Changchun Origin Seed Technology Development
                Limited.





11.
            Stock
                Consignment Agreement dated December 25, 2004 between Han Gengchen
                and
                State Harvest Holdings Limited in respect of the consignment of Han
                Gengchen’s 1% shareholding of the total capital of Henan Origin Cotton
                Technology Development Limited.




12.
              Technology
                  Transfer Contract dated June 13, 2006 between Beijing Origin Seed
                  Limited
                  and Beijing Origin State Harvest Biotechnology Limited in respect
                  of
                  licensing of the intellectual property owned by Beijing Origin
                  State
                  Harvest Biotechnology Limited.


Sch-1




**Schedule
      2**





**Consigning
      Shareholders**





Han
      Gengchen





Yang
      Yasheng





Yuan
      Liang




Sch-2




**Exhibit
      A**





**Form
      of the Indenture**




A-1


**Exhibit
      B**





**Form
      of the Investor Rights Agreement**




B-1


**Exhibit
      C**





**Form
      of the Non-Competition Agreements**




C-1


**Exhibit
      D**





**Form
      of the Offshore Share Charge**




D-1


**Exhibit
      E**





**Form
      of the Registration Rights Agreement**




E-1


**Exhibit
      F**





**Form
      of the Origin Biotechnology Equity Pledge Agreement**




F-1


**Exhibit
      G**





**Form
      of the PRC Operating Subsidiaries Equity Pledge Agreements**




G-1