[] [LIST OF SUBSIDIARIES (as of __________, 2014) Name Date of incorporation Place of incorporation Percentage Principal State Harvest Holding Limtied October 6, 2004 British Virgin Islands 100 % Investment Holding Beijing Origin State Harvest Biotechnology Limited December 1, 2004 Haidian District, Beijing, PRC 100 % Develop hybrid seed technology Beijing Origin Seed Limited December 26, 1997 Haidian District, Beijing, PRC] [CERTIFICATION I, Gengchen Han, certify that: 1. 2. 3. 4. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this] [CERTIFICATION I, James Chen, certify that: 1. 2. 3. 4. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this] [ORIGIN AGRITECH LIMITED Certification] [ORIGIN AGRITECH LIMITED Certification .] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Origin Agritech Limited No. 21 Sheng Ming Yuan Road Changping District Beijing 102206 China We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-166226 and 333-145865) of Origin Agritech Limited and its subsidiaries and variable interest entities (the “Company”) of our reports dated January 22,]