EXHIBIT
        11.1




**ORIGIN
      AGRITECH LIMITED**





**CODE
      OF ETHICS**


**FOR
      SENIOR EXECUTIVE AND FINANCIAL OFFICERS**




**1.**  **Purpose
      of Code of Ethics**




The
      purpose of this Code of Ethics (this “ Code ”)
      is:
      (i) to promote the honest and ethical conduct of our Senior Executive and
      Financial Officers (defined below), including the ethical handling of actual
      or
      apparent conflicts of interest between personal and professional relationships,
      (ii) to promote full, fair, accurate, timely and understandable disclosure
      in periodic reports required to be filed by with or submitted to the United
      States Securities and Exchange Commission ( *“* SEC *”* )
      and in
      other public communications by Origin Agritech Limited (together with its
      subsidiaries and consolidated PRC entities, the “ Company ”);
      (iii)
      to promote compliance with all applicable laws, rules and regulations that
      apply to the Company and its Senior Executive and Financial Officers; (iv)
      to
      deter wrongdoing; and (v) to promote prompt internal reporting of breaches
      of,
      and accountability for adherence to, this Code.




**2.**  **Introduction**




This
      Code
      is applicable to the Company’s chief executive officer, chief financial officer,
      chief operating officer, and other executive officers (or any persons performing
      similar functions, together, the *“* Senior
      Executive and Financial Officers *”* ).
      This
      Code has been established in accordance with the requirements of Section 406
      of
      the Sarbanes-Oxley Act of 2002 and certain related SEC rules. Each Senior
      Executive and Financial Officer is also subject to the Company’s Code of
      Conduct, which was adopted in accordance with applicable rules of the Nasdaq
      Stock Market, Inc.




While
      we
      expect honest and ethical conduct in all aspects of our business from all of
      our
      employees, we expect the highest possible honest and ethical conduct from our
      Senior Executive and Financial Officers. As a Senior Executive or Financial
      Officer, you are an example for other employees and we expect you to foster
      a
      culture of transparency, integrity and honesty. Compliance with this Code is
      a
      condition to your employment and any violations of this Code may result in
      disciplinary action, up to and including termination of your employment with
      the
      Company.




**3.**  **Conflicts
      of Interest.**




A
      conflict of interest occurs when your private interests interfere, or appear
      to
      interfere, in any way, with the interests of the Company as a whole. Conflicts
      of interest can also arise when you or a member of your family have interests
      that may make it difficult for you to perform your duties to the Company
      effectively. Although we cannot list every conceivable conflict, the following
      are some common examples that illustrate actual or apparent conflicts of
      interest that should be avoided:




**(a)**  **Improper
      Personal Benefits from the Company**




Conflicts
      of interest arise when a Senior Executive or Financial Officer or a member
      of
      his or her family receives improper personal benefits from the Company as a
      result of his or her position in the Company. You may not accept any benefits
      from the Company that have not been duly authorized and approved pursuant to
      Company policy and procedure, including any Company loans or guarantees of
      your
      personal obligations.




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EXHIBIT
        11.1




**(b)**  **Financial
      Interests in Other Businesses**




You
      should avoid having an ownership interest in any other enterprise if that
      interest compromises or appears to compromise your loyalty to the Company.
      For
      example, you may not own an interest in a company that competes with the Company
      or that does business with the Company (such as a supplier) unless you obtain
      the written approval of the general counsel (or, with respect to the general
      counsel, approval by the chief executive officer) before making any such
      investment. However, it is not typically considered, and the Company does not
      consider it, a conflict of interest (and therefore prior written approval is
      not
      required) to make investments in competitors, clients or suppliers that are
      listed on a national or international securities exchange so long as the total
      value of the investment is less than two percent (2%) of the outstanding stock
      of the competitor, client or supplier and the amount of the investment is not
      so
      significant that it would affect your business judgment on behalf of the
      Company.




**(c)**  **Business
      Arrangements with the Company**




Without
      the prior written approval of the Audit Committee of the Company, you may not
      participate in a joint venture, partnership or other business arrangement with
      the Company.




**(d)**  **Corporate
      Opportunities**




If
      you
      learn of a business or investment opportunity through the use of corporate
      property or information or your position at the Company, such as from a
      competitor or actual or potential supplier or business associate of the Company
      (including a principal, officer, director or employee of any of the above),
      you
      may not participate in the business or make the investment without the prior
      written approval of the general counsel (or, with respect to the general
      counsel, approval by the chief executive officer). Such an opportunity should
      be
      considered an investment opportunity for the Company in the first
      instance.




**(e)**  **Outside
      Employment or Activities with a Competitor**




Simultaneous
      employment with, or serving as a director of, a competitor of the Company is
      strictly prohibited, as is any activity that is intended to, or that you should
      reasonably expect to, advance a competitor’s interests at the expense of the
      Company’s interests. You may not market products or services in competition with
      the Company’s current or potential business activities. It is your
      responsibility to consult with the general counsel or the chief executive
      officer to determine whether a planned activity will compete with any of the
      Company’s current or potential business activities before you pursue such
      activity.




**(f)**  **Outside
      Employment with a Supplier**




Without
      the prior written approval of the general counsel (or, with respect to the
      general counsel, approval by the chief executive officer), you may not be a
      supplier or be employed by, serve as a director of or represent a supplier
      to
      the Company. Without the prior written approval of the general counsel (or,
      with
      respect to the general counsel, approval by the chief executive officer), you
      may not accept money or benefits of any kind from a third party as compensation
      or payment for any advice or services that you may provide to a client, supplier
      or anyone else in connection with its business with the Company.




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        11.1




**(g)**  **Family
      Members Working in the Industry**




If
      your
      spouse or significant other, your children, parents, or in-laws, or someone
      else
      with whom you have a familial relationship is a competitor or supplier of
      Company or is employed by one, you must disclose the situation to the general
      counsel (or, with respect to the general counsel, to the chief executive
      officer) so that the Company may assess the nature and extent of any concern
      and
      how it can be resolved. You must carefully guard against inadvertently
      disclosing Company confidential information and being involved in decisions
      on
      behalf of the Company that involve the other enterprise.




If
      you
      have any doubt as to whether or not conduct would be considered a conflict
      of
      interest, please consult with the general counsel.




**4.**  **Accurate
      Periodic Reports and Other Public Communications.**




As
      you
      are aware, full, fair, accurate, timely and understandable disclosure in our
      periodic reports filed with the SEC and in our other public communications
      is
      required by SEC rules and is essential to our continued success. Please exercise
      the highest standard of care in preparing such materials. We have established
      the following guidelines in order to ensure the quality of our periodic
      reports.




·
            All
                Company accounting records, as well as reports produced from those
                records, must be kept and presented in accordance with the laws of
                each
                applicable jurisdiction.




·
            All
                records must fairly and accurately reflect the transactions or occurrences
                to which they relate.




·
            All
                records must fairly and accurately reflect in reasonable detail the
                Company’s assets, liabilities, revenues and
                expenses.




·
            The
                Company’s accounting records must not contain any false or intentionally
                misleading entries.




·
            No
                transaction may be intentionally misclassified as to accounts, departments
                or accounting periods or in any other
                manner.




·
            All
                transactions must be supported by accurate documentation in reasonable
                detail and recorded in the proper account and in the proper accounting
                period.




·
            No
                information may be concealed from the internal auditors or the independent
                auditors.




·
            Compliance
                with generally accepted accounting principles in the U.S. and the
                Company’s system of internal accounting controls is required at all
                times.




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        11.1




**5.**  **Compliance
      with Law and this Code, Reporting of Violations and
      Accountability.**




You
      are
      expected to comply with both the letter and spirit of all applicable laws,
      rules
      and regulations and this Code and to report any suspected violations of
      applicable laws, rules and regulations or this Code to the general counsel
      or
      the chief executive officer. No one will be subject to retaliation because
      of a
      good faith report of a suspected violation. If you fail to comply with this
      Code
      or any applicable laws or regulations, you may be subject to disciplinary
      measures, up to and including termination of your employment.




**6.**  **No
      Rights Created.**




This
      Code
      is a statement of certain fundamental principles, policies and procedures that
      govern the Company’s Senior Executive and Financial Officers in the conduct of
      the Company’s business. It is not intended to and does not create any rights in
      any employee, customer, supplier, competitor, shareholder or any other person
      or
      entity.




**7.**  **Amendments.**




Amendments
      to this Code must be in writing and approved by the Board of Directors. In
      addition, any exception from or waiver of the Code may be made only by our
      Board
      of Directors and will be disclosed to the public, in each case, as required
      by
      law or the rules of the Nasdaq Stock Market, Inc.




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