Origin Receives Proceeds from First Closing of Commercial Seed Business Sale; Will Cancel the Second Closing

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Jul 25, 2018, 11:00 ET

BEIJING, July 25, 2018 /PRNewswire/ -- Origin Agritech Ltd. (NASDAQ: SEED) ("the Company" or "Origin") an agricultural biotechnology trait and corn seed provider, today announced that the Company received the asset sale proceeds of RMB 24.14 million from the first closing of the asset sale transaction (First Closing) from Beijing Shihui Agricultural Development Co., Limited (Beijing Shihui or the Buyer), with this payment, the first phase of sale is completed. The Company will work with Beijing Shihui to cancel the second phase for the sale of its commercial seed business.

Origin and its subsidiaries entered a Master Transaction Agreement with Beijing Shihui on September 26, 2016, to sell portions of its commercial seed business. Under the agreement, the sale was to be in two separate phases. The first part of the transaction (First Closing) called for the sale of the assets under the subsidiaries Denong Zhengcheng Seed Limited (Denong), Changchun Origin Seed Technology Development Limited (Changchun Origin), and Linze Origin Seed Limited (Linze Origin) for an aggregate purchase price of RMB200 million (including debt assumption), which was later modified to RMB221 million. The second phase of the transaction (Second Closing) was to include the assets under the newly created entity Zhengzhou Origin including a seed processing plant in Zhengzhou, China, the seed distribution business of Beijing Origin Seed Limited (Beijing Origin), and the Company headquarters building in Beijing. The Second Closing called for the Buyer to deliver to the Company an aggregate of RMB190 million (including debt assumption). The Buyer prepaid RMB10 million of the consideration to the Company at the signing of the Master Agreement.

With the current payment of RMB24.14 million from the Buyer, the First Closing now is completed. The Company has reviewed the Second Closing and believes that it is in the best interest of the Company, at this time, to cancel the Second Closing. With the cancellation of the Second Closing, the Company will continue to own the seed processing plant in Zhengzhou, the distribution business of Beijing Origin and the Beijing headquarters building. The distribution business of Beijing Origin represented over 70% of total corn seed revenue during 2017 planting season.

The Company believes that the assets to be retained are more valuable to the Company at this time partly because they can generate significant cash flow and potentially can result in meaningful earnings for the Company. More importantly, the Company believes that the potential for the GMO technologies to be commercialized in China has increased recently. If the GMO technologies can be commercialized by 2020, as suggested by an announced plan from the Chinese government, the combined assets of the Company's GMO technologies and distribution business could prove of significant value to the shareholders.

"At this point, it's important for us to focus on the new strategic directions we have announced previously and pursue cancellation of the Second Closing so that the Company is able to move ahead with its plans," commented Dr. James Chen, Chief Executive Officer of Origin. Dr. Chen stated further, "the increasingly positive attitude from the Chinese government toward corn seed GMO technologies could allow us to realize a better value if we keep portions of our Chinese commercial corn seed business."

The value of GMO technologies is beginning to be recognized by the Chinese government and public, especially after the recent heightened visibility in the media of trade negotiations between the United States and China. The cracking down of the illegal GMO corn seed production in China also demonstrates action by the Chinese government to better control the commercialization process of GMO technologies. A recent publication from the Chinese Ministry of Agriculture and Rural Affairs has placed GMO technologies as a key agricultural green technology. Even though past slow government and public acceptance of GMO corn seed technologies in China has delayed the realization of the Company's technology investments, management believes the Company's leading position and readiness in corn seed GMO technologies could eventually result in a significant value to its shareholders.

About Origin Agritech Limited

Origin Agritech Limited, founded in 1997 and headquartered in Zhong-Guan-Cun (ZGC) Life Science Park in Beijing, is China's leading agricultural biotechnology company, specializing in crop seed breeding and genetic improvement. Leading the development of crop seed biotechnologies, Origin Agritech's phytase corn was the first transgenic corn to receive the Bio-Safety Certificate from China's Ministry of Agriculture. Over the years, Origin has established a robust biotechnology seed pipeline including products with glyphosate tolerance and pest resistance (Bt) traits. Origin operates breeding stations nationwide located in key crop-planting regions. Product lines are vertically integrated for corn. For further information, please visit the Company's website at: http://www.originseed.com.cn or http://www.originseed.com.cn/en/.

Forward-Looking Statements

This communication contains "forward-looking statements" as defined in the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements address expected future business and financial performance and financial condition, and contain words like "expect," "anticipate," "intend," "plan," "believe," "seek," "will," "would," "target," and similar expressions and variations. Forward-looking statements address matters that are uncertain. Forward-looking statements are not guarantees of future performance and are based on assumptions and expectations which may not be realized. They also involve risks and uncertainties, many of which are beyond the company's control. Some of the important factors that could cause the company's actual results to differ materially from those discussed in forward-looking statements are: failure to develop and market new products and optimally manage product life cycles; ability to respond to market acceptance, rules, regulations and policies affecting our products; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, interest and currency exchange rates; business or supply disruptions; natural disasters and weather events and patterns; ability to protect and enforce the company's intellectual property rights; and separation of underperforming or non-strategic assets or businesses. The company undertakes no duty to publicly revise or update any forward-looking statements as a result of future developments, or new information or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

SOURCE Origin Agritech Limited