Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Origin Agritech Limited (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G67828205 (CUSIP Number) |
Wei Hua Derek Wong Flat 1, 29/F, Block B, One Silversea, 18 Hoi Fai RD, Tai Kok Tsui Hong Kong, K3, 00000 852 9198 6909 Andrew D. Hudders Golenbock Eiseman Assor Bell & Peskoe LL, 711 Third Avenue - 17th Floor New York City, NY, 10017 212-907-7349 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G67828205 |
| 1 |
Name of reporting person
Ausgood Lifestyle Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,413,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.637 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G67828205 |
| 1 |
Name of reporting person
Keen Merit Asia Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
446,200.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.674 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G67828205 |
| 1 |
Name of reporting person
Wei Hua Derek Wong (family name Wong) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,859,300.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.311 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
Origin Agritech Limited |
| (c) | Address of Issuer's Principal Executive Offices:
Origin R&D Center, Shuangbutou Village, Tongzhou District, Beijing,
CHINA
, 101119. |
| Item 2. | Identity and Background |
| (a) | Ausgood Lifestyle Company Limited |
| (b) | Address: Flat 1, 29/F, Block B, One Silversea, 18 Hoi Fai RD, Tai Kok Tsui, Hong Kong |
| (c) | Investment company |
| (d) | Not applicable |
| (e) | Not applicable |
| (f) | Incorporated in Hong Kong |
| Item 3. | Source and Amount of Funds or Other Consideration |
Working capital | |
| Item 4. | Purpose of Transaction |
The purpose of the acquisition of ordinary shares by Ausgood Lifestyle Company Limited is to make a long term investment into the issuer. Similarly, the purpose of the acquisition of ordinary shares by Keen Merit Asia Limited is to make a long term investment in the issuer. Neither shareholder intends to take any of the enumerated actions listed in item 4 of the Form for Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The reporting person, Ausgood Lifestyle Company Limited, owns directly 1,413,100 ordinary shares which equals 11.637% of the issued and outstanding shares of the issuer as of the date hereof. Keen Merit Asia Limited owns 446,200 ordinary shares which equals 3.674% of the issued and outstanding shares of the issuer as of the date hereof. The current percentages are based on 12,143,526 ordinary shares outstanding as of October 15, 2025. Mr. Wong, is the sole director of both Ausgood Lifestyle Company Limited and Keen Merit Asia Limited, and therefore, he has dispositive and voting authority over 15.311% of the ordinary shares as of the date hereof. |
| (b) | Ausgood Lifestyle Company Limited: 1,413,100 ordinary shares. Keen Merit Asia Limited: 446,200 ordinary shares. Mr. Wong, director: 1,859,300 ordinary shares |
| (c) | Each of Ausgood Lifestyle Company Limited and Keen Merit Asia Limited entered into a securities purchase agreement dated August 21, 2024 with the Company to purchase ordinary shares, in three separate tranches. The first tranche was purchased Oct. 22, 2024 at a per share price of $2.37. By amendment to the securities purchase agreement dated as of Sep. 29, 2025, the second and third tranches were purchased at a price of $1.20. Ausgood Lifestyle Company Limited paid an aggregate of $2,252,500 for the aggregate of 1,413,100 ordinary shares, and Keen Merit Asia Limited paid an aggregate of $711,000 for the aggregate of 446,200. The transactions were made in an exempt offering under Regulation S, of the Securities Act of 1933, as amended. Mr. Wong, as the sole director of both Ausgood Lifestyle Company Limited and Keen Merit Asia Limited, currently has dispositive and voting authority over 1,859,300 ordinary shares, representing 15.311% of the issued and outstanding shares, based on 12,143,526 ordinary shares being issued and outstanding immediately after the transaction. The securities purchased by Ausgood Lifestyle Company Limited and Keen Merit Asia Limited were for investment, and not for distribution. The purchasers of the shares do not have any director or other investor rights different from the holders of all the other issued and outstanding ordinary shares. |
| (d) | Mr. Wei Hua Derek Wong (family name Wong), the sole director of Ausgood Lifestyle Company Limited and Keen Merit Asia Limited, has the sole voting and dispositive authority over the ordinary shares of the issuer held by each of the foregoing companies. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
See Item 5 (c) of this Schedule 13D report. | |
| Item 7. | Material to be Filed as Exhibits. |
Securities Purchase Agreement for sale of ordinary shares dated August 21, 2024 (incorporated by reference to Exhibit 4.19 to the Annual Report on Form 20-F filed by Origin Agritech Limited for the Fiscal Year Ended September 30, 2024, filed February 10, 2025). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|