EXHIBIT
        4.35




**Notice of Grant of Share**
              **Option**
              **and
                Terms and Conditions of Share Option**
            **Origin
                Agritech Limited**
              No.
                21 Sheng Ming Yuan Road, Chanping District
              Beijing
                102206, China







**Grantee:**
            **[Name]**
              **Address]**
                **Address**
            **Option
              Number:**
              **Plan:**
            **[_______]**
              **2005**





Effective **[___________]** (the
“Award Date”), you (the “Grantee”) have been granted a nonqualified share option
      (the “Option”) to buy **[________]** Ordinary
      Shares 1 of
      Origin Agritech Limited (the “Company”) at a price of $ **[_______]** per
      share 1 (the
“Exercise Price”).





The
      aggregate Exercise Price of the shares subject to the Option is $ **[__________]** . 1


The
      Option will become vested as to [ ]% of the total number of Ordinary Shares
      subject to the Option on the first anniversary of the Award Date. The remaining
      [ ]% of the total number of Ordinary Shares subject to the Option shall become
      vested in [ ] substantially equal monthly installments, with the first
      installment vesting on the last day of the month following the month in which
      the first anniversary of the Award Date occurs and an additional installment
      vesting on the last day of each of the [ ] months thereafter. 1, 2





The
      Option will expire on **[_________** ]
      (the
“Expiration Date”). 1,
      2





By
      your
      signature and the Company’s signature below, you and the Company agree that the
      Option is granted under and governed by the terms and conditions of the
      Company’s 2005 Performance Equity Plan (the “Plan”) and the Terms and Conditions
      of Nonqualified Share Option (the “Terms”), which are attached and incorporated
      herein by this reference. This Notice of Grant of Share Option, together with
      the Terms, will be referred to as your Option Agreement. The Option has been
      granted to you in addition to, and not in lieu of, any other form of
      compensation otherwise payable or to be paid to you. Capitalized terms are
      defined in the Plan if not defined herein or in the Terms. You acknowledge
      receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.


Origin Agritech Limited
              
              Date**[____________]**
              
              Date


1 Subject
        to adjustment under Section 3.2 of the Plan.
 2 Subject
        to early termination under Section 5 of the Terms and Section 10 of the
        Plan.


EXHIBIT
      4.35


**ORIGIN
      AGRITECH LIMITED**


**2005
      PERFORMANCE EQUITY PLAN**


**TERMS
      AND CONDITIONS OF NONQUALIFIED SHARE OPTION**




**1.** **General** **.**




These
      Terms and Conditions of Nonqualified Share Option (these “ **Terms** ”)
      apply
      to a particular share option (the “ **Option** ”)
      if
      incorporated by reference in the Notice of Grant of Share Option (the
“ **Grant
      Notice** ”)
      corresponding to that particular grant. The recipient of the Option identified
      in the Grant Notice is referred to as the “ **Grantee** .”
The
      per share exercise price of the Option as set forth in the Grant Notice is
      referred to as the “ **Exercise
      Price** .”
The
      effective date of grant of the Option as set forth in the Grant Notice is
      referred to as the “ **Award
      Date** .”
The
      exercise price and the number of shares covered by the Option are subject to
      adjustment under Section 3.2 of the Plan.




The
      Option was granted under and subject to the Origin Agritech Limited 2005
      Performance Equity Plan (the “ **Plan** ”).
      Capitalized terms are defined in the Plan if not defined herein. The Option
      has
      been granted to the Grantee in addition to, and not in lieu of, any other form
      of compensation otherwise payable or to be paid to the Grantee. The Grant Notice
      and these Terms are collectively referred to as the “Option Agreement”
applicable to the Option.




**2.** **Vesting;
        Limits on Exercise; Incentive Stock Option Status** **.**




The
      Option shall vest and become exercisable in percentage installments of the
      aggregate number of shares subject to the Option as set forth on the Grant
      Notice. The Option may be exercised only to the extent the Option is vested
      and
      exercisable.




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




· No
        Fractional Shares .
        Fractional share interests shall be disregarded, but may be
        cumulated.




· Nonqualified
        Share Option .
        The
        Option is a nonqualified share option and is not, and shall not be, an incentive
        stock option within the meaning of Section 422 of the Code.




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




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










EXHIBIT
      4.35






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




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




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




· a
        written
        notice stating the number of Ordinary Shares to be purchased pursuant to
        the
        Option or by the completion of such other administrative exercise procedures
        as
        the Committee may require from time to time,




· payment
        in full for the Exercise Price of the shares to be purchased in cash, check
        or
        by electronic funds transfer to the Company, or (subject to compliance with
        all
        applicable laws, rules, regulations and listing requirements and further
        subject
        to such rules as the Committee may adopt as to any non-cash payment) in Ordinary
        Shares already owned by the Grantee, valued at their Fair Market Value on
        the
        exercise date;




· any
        written statements or agreements required pursuant to Section 13.4 of the
        Plan;
        and




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




The
      Committee also may, but is not required to, authorize a non-cash payment
      alternative by notice and third party payment in such manner as may be
      authorized by the Committee, or, subject to such procedures as the Committee
      may
      adopt, authorize a “cashless exercise” with a third party who provides
      simultaneous financing for the purposes of (or who otherwise facilitates) the
      exercise of the Option.




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




**5.1**  **Expiration
      Date** .
      Subject
      to earlier termination as provided below in this Section 5, the Option will
      terminate on the “Expiration Date” set forth in the Grant Notice (the
“ **Expiration
      Date** ”).




**5.2**  **Possible
      Termination of Option upon Certain Corporate Events.** The
      Option is subject to termination in connection with certain corporate events
      as
      provided in Section 10 of the Plan.









EXHIBIT
      4.35




**5.3**  **Termination
      of Option upon a Termination of Grantee’s Employment or
      Services.** Subject
      to earlier termination on the Expiration Date of the Option or pursuant to
      Section 5.2 above, if the Grantee ceases to be employed by or ceases to provide
      services to the Company or a Subsidiary, the following rules shall apply (the
      last day that the Grantee is employed by or provides services to the Company
      or
      a Subsidiary is referred to as the Grantee’s “ **Severance
      Date** ”):




· other
        than as expressly provided below in this Section 5.3, (a) the Grantee will
        have
        until the date that is 3 months after his or her Severance Date to exercise
        the
        Option (or portion thereof) to the extent that it was vested on the Severance
        Date, (b) the Option, to the extent not vested on the Severance Date, shall
        terminate on the Severance Date, and (c) the Option, to the extent exercisable
        for the 3-month period following the Severance Date and not exercised during
        such period, shall terminate at the close of business on the last day of
        the
        3-month period;




· if
        the
        termination of the Grantee’s employment or services is the result of the
        Grantee’s death or Disability, (a) the Grantee (or his beneficiary or personal
        representative, as the case may be) will have until the date that is 12 months
        after the Grantee’s Severance Date to exercise the Option, (b) the Option, to
        the extent not vested on the Severance Date, shall terminate on the Severance
        Date, and (c) the Option, to the extent exercisable for the 12-month period
        following the Severance Date and not exercised during such period, shall
        terminate at the close of business on the last day of the 12-month
        period;




· if
        the
        Grantee’s employment or services are terminated voluntarily by the Grantee for
        any reason other than Normal Retirement or by the Company or a Subsidiary
        for
        Cause (as defined below), the Option (whether vested or not) shall terminate
        on
        the Severance Date.




For
      purposes of the Option, “ **Cause** ”
means
      that the Grantee:




(1)
            has
                been negligent in the discharge of his or her duties to the Company
                or any
                of its Subsidiaries, has refused to perform stated or assigned duties
                or
                is incompetent in or (other than by reason of a disability or analogous
                condition) incapable of performing those
                duties;




(2)
            has
                been dishonest or committed or engaged in an act of theft, embezzlement
                or
                fraud, a breach of confidentiality, an unauthorized disclosure or
                use of
                inside information, customer lists, trade secrets or other confidential
                information; has breached a fiduciary duty, or willfully and materially
                violated any other duty, law, rule, regulation or policy of the Company,
                any of its Subsidiaries or any affiliate of the Company or any of
                its
                Subsidiaries; or has been convicted of a felony or misdemeanor (other
                than
                minor traffic violations or similar
                offenses);




(3)
            has
                materially breached any of the provisions of any agreement with the
                Company, any of its Subsidiaries or any affiliate of the Company
                or any of
                its Subsidiaries; or









EXHIBIT
      4.35




(4)
            has
                engaged in unfair competition with, or otherwise acted intentionally
                in a
                manner injurious to the reputation, business or assets of, the Company,
                any of its Subsidiaries or any affiliate of the Company or any of
                its
                Subsidiaries; has improperly induced a vendor or customer to break
                or
                terminate any contract with the Company, any of its Subsidiaries
                or any
                affiliate of the Company or any of its Subsidiaries; or has induced
                a
                principal for whom the Company, any of its Subsidiaries or any affiliate
                of the Company or any of its Subsidiaries acts as agent to terminate
                such
                agency relationship.




In
      all
      events the Option is subject to earlier termination on the Expiration Date
      of
      the Option or as contemplated by Section 5.2. The Committee shall be the sole
      judge of whether the Grantee continues to render employment or services for
      purposes of this Option Agreement.




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




The
      Option and any other rights of the Grantee under this Option Agreement or the
      Plan are nontransferable and exercisable only by the Grantee, except as set
      forth in Section 5.2(e) of the Plan.




**7.** **Notices** **.**




Any
      notice to be given under the terms of this Option Agreement shall be in writing
      and addressed to the Company at its principal office to the attention of the
      Secretary, and to the Grantee at the address last reflected on the Company’s
      payroll records, or at such other address as either party may hereafter
      designate in writing to the other. Any such notice shall be delivered in person
      or shall be enclosed in a properly sealed envelope addressed as aforesaid,
      registered or certified, and deposited (postage and registry or certification
      fee prepaid) in a post office or branch post office regularly maintained by
      the
      United States Government. Any such notice shall be given only when received,
      but
      if the Grantee is no longer employed by the Company or a Subsidiary, shall
      be
      deemed to have been duly given five business days after the date mailed in
      accordance with the foregoing provisions of this Section 7.




**8.** **Plan** **.**




The
      Option and all rights of the Grantee under this Option Agreement are subject
      to
      the terms and conditions of the Plan, incorporated herein by this reference.
      The
      Grantee agrees to be bound by the terms of the Plan and this Option Agreement.
      The Grantee acknowledges having read and understanding the Plan, the Prospectus
      for the Plan, and this Option Agreement. Unless otherwise expressly provided
      in
      other sections of this Option Agreement, provisions of the Plan that confer
      discretionary authority on the Board or the Committee do not and shall not
      be
      deemed to create any rights in the Grantee unless such rights are expressly
      set
      forth herein or are otherwise in the sole discretion of the Board or the
      Committee so conferred by appropriate action of the Board or the Committee
      under
      the Plan after the date
      hereof.




**9.** **Entire
        Agreement** **.**




This
      Option Agreement and the Plan together constitute the entire agreement and
      supersede all prior understandings and agreements, written or oral, of the
      parties hereto with respect to the subject matter hereof. The Plan and this
      Option Agreement may be amended pursuant to Section 13.1 of the Plan. Such
      amendment must be in writing and signed by the Company. The Company may,
      however, unilaterally waive any provision hereof in writing to the extent such
      waiver does not adversely affect the interests of the Grantee hereunder, but
      no
      such waiver shall operate as or be construed to be a subsequent waiver of the
      same provision or a waiver of any other provision hereof.









EXHIBIT
      4.35


**10.** **Governing
        Law** **.**




This
      Option Agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of California without regard to conflict of law
      principles thereunder.




**11.** **Effect
        of this Agreement** **.**




Subject
      to the Company’s right to terminate the Option pursuant to Section 10 of the
      Plan, this Option Agreement shall be assumed by, be binding upon and inure
      to
      the benefit of any successor or successors to the Company.




**12.** **Counterparts** **.**




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




**13.** **Section
        Headings** **.**




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