Exhibit
4.1


 


Origin
Agritech Limited



WARRANT FOR THE PURCHASE OF ORDINARY SHARES OF 


Origin Agritech Limited 


 


	Warrant to Purchase

1,000,000 Ordinary Shares


 


THE SECURITIES EVIDENCED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY, QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. 


 


FOR VALUE RECEIVED, Origin
Agritech Limited, a business company incorporated under the laws of British Virgin Islands (the “Company”),
hereby certifies that Comane International Group Ltd., a company incorporated under the laws of the British Virgin Islands, its
successor or permitted assigns (the “Holder”), is entitled, subject to the provisions of this Warrant, to purchase
from the Company, at the times and subject to the conditions specified herein, 1,000,000 fully paid and non-assessable shares of
common stock of the Company, par value nil per share (the “Ordinary Shares”), at a purchase price per share
equal to the Exercise Price (as hereinafter defined). The number of Ordinary Shares to be received upon the exercise of this Warrant
and the price to be paid for an Ordinary Share are subject to adjustment from time to time as hereinafter set forth.


 


Definitions. 1) The following terms,
as used herein, have the following meanings:


 


“Board” means the Board
of Directors of the Company.


 


“Business Day” means
any day that is not a Saturday, a Sunday or other day on which commercial banks are required or authorized by Law to be closed
in the city of Beijing, Hong Kong or New York.


 


“Closing Date” shall
have the meaning ascribed to this term in the Share Subscription Agreement.


 






     


     


    

 


“Excluded Securities”
means Ordinary Shares issued or issuable (i) pursuant to Promissory Note, Equity Purchase Agreement or any similar equity incentive
plans of the Company that is approved by the Board, (ii) pursuant to an underwritten public offering and (iii) as consideration
for or to fund the acquisition of any company, business or asset.


 


“Exercise Price” means
US$6.47 per Warrant Share, as the same may be adjusted from time to time as provided in this Warrant.


 


“Expiration Time” means
5:00 p.m. New York City on the fifth anniversary of the date hereof or, if such day is not a Business Day, then until 5:00 p.m.
New York City time on the next succeeding day that is a Business Day.


 


“Person” means any individual,
partnership, firm, corporation, limited liability company, association, trust, unincorporated organization, Governmental Authority
or other entity.


 


“Principal Holder” means
the original Holder of this Warrant on the date of issue, or if such original Holder so elects, any permitted transferee of all
or any portion of this Warrant whom such original Holder shall have designated by written notice to the Company as the successor
Principal Holder. Any successor Principal Holder designated pursuant to the immediately preceding sentence shall also have the
right upon any subsequent permitted transfer to designate a successor Principal Holder in the manner and circumstances described
in the preceding sentence.


 


“Share Subscription Agreement”
means the Share Subscription Agreement dated as of October 16, 2018 between the Company and Long Han Investment Management Co.,
Ltd. (隆瀚投资管理有限公司), as the same may be amended from time to
time.


 


“Warrant Shares” means
the Ordinary Shares deliverable upon exercise of the Warrant, as the same may be adjusted from time to time as provided in this
Warrant.


 


Capitalized terms used but not
defined in this Warrant shall have the meanings assigned to such terms in the Share Subscription Agreement.


 


Exercise of Warrant.


 


The Holder is entitled to exercise
this Warrant in whole or in part at any time, or from time to time, commencing on the Closing Date and until the Expiration Time.
To exercise this Warrant, the Holder shall deliver to the Company a) an executed Warrant Exercise Subscription Form substantially
in the form annexed to this Warrant and b) this Warrant. Upon such delivery and payment, the Holder shall be deemed to be the holder
of record of the Warrant Shares subject to such exercise, notwithstanding that the stock transfer books of the Company shall then
be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder.


 






     


     


    

 


The Exercise Price shall be paid
by wire transfer of immediately available funds to an account designated by the Company. The Company shall pay any and all documentary,
stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares; provided that
the Company shall not be required to pay any taxes that may be payable in respect of any transfer involved in the issuance and
delivery of the Warrant Shares in a name other than that of the Holder.


 


If the Holder exercises this Warrant
in part, this Warrant shall be surrendered by the Holder to the Company and a new Warrant of the same tenor and for the unexercised
number of Warrant Shares shall be executed by the Company as promptly as reasonably practicable. The Company shall register the
new Warrant in the name of the Holder or in such name or names of its transferee pursuant to paragraph 0 hereof as may be directed
in writing by the Holder and deliver the new Warrant to the Person or Persons entitled to receive the same as promptly as reasonably
practicable.


 


Upon surrender of this Warrant
in conformity with the foregoing provisions, the Company shall transfer to the Holder of this Warrant appropriate evidence of ownership
of the Ordinary Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise
placed in, or payable to the order of, the name or names of the Holder or its transferee pursuant to paragraph 0 as may be directed
in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money)
to the Person or Persons entitled to receive the same.


 


Restrictive Legend. Certificates
representing Ordinary Shares issued pursuant to this Warrant shall bear a legend substantially in the form of the legend set forth
on the first page of this Warrant to the extent that and for so long as such legend is required pursuant to applicable securities
laws.


 


Reservation of Shares. The Company
hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of
its authorized but unissued Ordinary Shares or other securities of the Company from time to time issuable upon exercise of this
Warrant as will be sufficient to permit the exercise in full of this Warrant. All such shares shall be duly authorized and, when
issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights, in each case except restrictions
on transfer contemplated by paragraph 0 and to the extent created by the Holder.


 






     


     


    

 


Fractional Shares. No fractional
shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, and the Holder may not exercise
this Warrant to purchase fractional shares.


 


Exchange, Transfer or Assignment of
Warrant.


 


Each taker and holder of this
Warrant, by taking or holding the same, consents and agrees that the registered holder hereof may be treated by the Company and
all other Persons dealing with this Warrant as the absolute owner hereof for any purpose and as the Person entitled to exercise
the rights represented hereby.


 


Subject to compliance with applicable
securities laws, the Holder shall be entitled, without obtaining the consent of the Company, to assign and transfer this Warrant,
at any time in whole or from time to time in part, to any Person or Persons. Subject to the preceding sentence, upon surrender
of this Warrant to the Company, together with the attached Warrant Assignment Form duly executed, the Company shall, as promptly
as practicable and without charge, execute and deliver a new Warrant in the name of the assignee or assignees named in such Warrant
Assignment Form and, if the Holder’s entire interest is not being assigned, in the name of the Holder and this Warrant shall
promptly be canceled.


 


Loss or Destruction of Warrant.
Upon receipt by the Company of evidence satisfactory to it (in the exercise of its reasonable discretion) of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor
and date.


 


Notices. Any notice, demand or delivery
authorized by this Warrant Certificate shall be in writing and shall be given to the Holder or the Company, as the case may be,
at its address (or facsimile number) set forth below, or such other address (or facsimile number) as shall have been furnished
to the party giving or making such notice, demand or delivery:


 


If to the Company:


 


Origin Agritech Limited


No. 21 Sheng Ming Yuan Road


Changping District


Beijing 102206, China


Attention:
Lynsie Mengni Wang


Facsimile: +86 10 5890 7577


 






     


     


    

 


with a copy (which shall not constitute notice) to:


 


Davis Polk & Wardwell LLP


2201 China World Office 2


1 Jian Guo Men Wai Avenue


Chao Yang District


Beijing 10004, China


Attention: Howard Zhang, Esq.


Facsimile: +86 10 8567 5102


 


If to the Holder:


 


Comane International Group Ltd.

2 Pacific Square

Suite 1016

Central

Hong Kong

Attention: Bin Wu


 


Each such notice, demand or delivery shall
be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such
day is a Business Day. Otherwise, any such notice, demand or delivery shall be deemed not to have been received until the next
succeeding Business Day.


 


Rights of the Holder. Prior to any
exercise of this Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, including,
without limitation, the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to receive
any notice of meetings of shareholders or any notice of any proceedings of the Company except as may be specifically provided for
herein.


 


GOVERNING LAW. THIS
WARRANT CERTIFICATE AND ALL RIGHTS ARISING HEREUNDER shall be governed by, and construed in accordance with, the Laws of the State
of New York without regard to its conflicts of law principles thereof.


 


Amendments; Waivers. Any provision
of this Warrant may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an
amendment, by the Holder and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective.
No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided
by law.


 






     


     


    

 


IN WITNESS WHEREOF, the Company has duly
caused this Warrant Certificate to be signed by its duly authorized officer and to be dated as of January 4, 2019.


 


	ORIGIN AGRITECH LIMITED
	 
	 
	By:	 
	 	Name:	 
	 	Title:	 



 


 


Acknowledged and Agreed:


 


	COMANE INTERNATIONAL GROUP LTD
	 
	 
	By:	    
	 	Name:	 
	 	Title:	 


 






     


     


    

 


WARRANT EXERCISE SUBSCRIPTION FORM


 


 


 


To:Origin Agritech Limited


 


The undersigned irrevocably exercises the
Warrant for the purchase of ___________ shares (the “Warrant Shares”) of common stock, par value nil per share,
of Origin Agritech Limited (the “Company”) at US$6.47 per Share (the Exercise Price currently in effect pursuant
to the Warrant) and herewith makes payment of $___________, all on the terms and conditions specified in the within Warrant Certificate,
surrenders this Warrant Certificate and all right, title and interest therein to the Company and directs that the Warrant Shares
deliverable upon the exercise of this Warrant be registered or placed in the name and at the address specified below and delivered
thereto.


 


Date: January 4, 2019


 


	 	(Signature of Owner)
	 	 
	 	(Street Address)
	 	 
	 	(City)(Country)(Zip Code)


 






     


     


    

 


Securities and/or check to be issued to:_________________________________


 


Please insert social security or identifying number:_________________________


 


Name:___________________________________________________________


 


Street Address:____________________________________________________


 


City, Country and Zip Code:__________________________________________


 


Any unexercised portion of the Warrant evidenced by the within
Warrant to be issued to:


 


Please insert social security or identifying number:_________________________


 


Name:___________________________________________________________


 


Street Address:____________________________________________________


 


City, Country and Zip Code:__________________________________________


 






     


     


    




 


WARRANT ASSIGNMENT FORM


 


Dated ________________, _____


 


FOR VALUE RECEIVED, _______________________
hereby sells,


 


assigns and transfers unto_____________________________ (the
 “Assignee”),


(please type or print in block letters)


__________________________________________________________________


(insert address)


 


its right to purchase up to _________ Ordinary Shares represented
by this Warrant and does hereby irrevocably constitute and appoint _______________________ Attorney, to transfer the same on the
books of the Company, with full power of substitution in the premises.


 


Signature:___________________________