Menu Content/Inhalt
Home arrow News arrow Latest arrow Shareholders Approve Merger between Chardan China Acquisition Corp. and State Harvest Holdings Limit
Shareholders Approve Merger between Chardan China Acquisition Corp. and State Harvest Holdings Limit PDF Print E-mail
Friday, 28 October 2005
Shareholders Approve Merger between Chardan China Acquisition Corp. and State Harvest Holdings Limited

BEIJING, CHINA; SAN DIEGO, CA, (NAMC) - Chardan China Acquisition Corp. (OTCBB: CAQC, CAQCU, CAQCW) ("Chardan") and privately-held State Harvest Holdings Limited announced today that shareholders have approved the merger of the two companies and the redomestication of the company in the British Virgin Islands. The vote to approve the merger took place today at a special meeting of shareholders held at Chardan's corporate headquarters in San Diego, CA. The combined company will, upon the closing, change its name to Origin Agritech Limited ("Origin"). Closing is expected to occur on or before November 8, 2005.

At the closing each share of common stock of Chardan will automatically convert into one share of common stock of Origin, and each outstanding warrant of Chardan will automatically convert into a warrant of Origin having the identical terms, but exercisable into common stock of Origin. It is anticipated that the Company's common stock, warrants and units will begin trading on the Nasdaq National Market under the symbols SEED, SEEDW, and SEEDU, respectively, shortly after the closing.

In addition to approving the merger, Chardan shareholders also approved the Chardan 2005 Performance Equity Plan.

As a result of the merger, the shareholders of State Harvest will receive at closing, among other consideration, 10,200,000 unregistered shares of Origin, Origin will then have approximately 15,100,000 shares and 8,050,000 warrants outstanding.

Dr. Gengchen Han, Origin's Chairman and Chief Executive Officer, commented, "This vote marks an historic new chapter in Origin's history. As a result of the merger and subsequent Nasdaq National Market listing, we will be a much stronger international participant in the seed market. In addition, we are confident that the merger will help us to further strengthen our position in China's hybrid crop seed market and, in so doing, will enhance the long term value of Origin for its shareholders."

About Origin

Origin specializes in the research, development, production, sale and distribution of hybrid crop seeds. Origin is headquartered in Beijing, China, and after closing will also have a U.S. office in San Diego, CA. Origin owns or leases facilities in, among other locations, Beijing, Gansu, Henan, Helongjiang, Liaoning, Jilin, Hainan and the Sichuan Provinces. Revenues for the fiscal year ended December 31, 2004 were U.S. $36.4 million, a 57% increase from U.S. $23.2 million in fiscal 2003. Net income for fiscal 2004 increased 126% to U.S. $7.9 million from U.S. $3.5 million in 2003.

Since its inception, Origin has focused on producing its own premium hybrid seeds. Since the introduction of a new hybrid takes a minimum of 5-6 years to traverse the processes of development, testing, and obtaining regulatory approval verifying that the new hybrid has a yield of at least 8% more than previous hybrids, the Company relied on licensed hybrids during its first few years of operation. Origin launched its first entirely internally developed seed in 2003 after 6 years of research and development. During 2004 the Company introduced four new proprietary corn hybrids to the market. In 2005 Origin had five new proprietary corn hybrids and one new proprietary cotton hybrid approved by the government registration office. Origin anticipates that it will introduce approximately 40 new proprietary products into the Government testing and approval cycle between now and 2008.

Origin Management

Dr. Gengchen Han will continue to serve as Origin's Chairman and Chief Executive Officer. Dr. Han founded Origin in December 1997. He has more than 20 years of experience in research and development of hybrid seed products, particularly corn seed. From 1982 until 1984, Dr. Han was a lecturer at the Henan Agriculture University. He received his Ph.D. in Plant Breeding and Cytogenics from Iowa State University. Prior to founding Origin, Dr. Han worked for International Maize and Wheat Improvement Center (CIMMYT) in Mexico and Pioneer Hi-bred International.

Yasheng Yang will be a director and the President, Treasurer and Chief Operating Officer of Origin. He has been the President and Chief Operating Officer of Origin Seed in its affiliated companies since 1998, principally responsible for operations. Prior to joining Origin Seed, from 1995 to 1997, he worked in the Fujian government as an officer, where he specialized in technology, medical and educational areas.

Liang Yuan will be a director and the Executive Vice Chairman of Origin. Yang has been with Origin since its founding, and is principally responsible for infrastructure and government relations. Prior to joining Origin Seed, Mr. Yuan was at the Fujian Economic Research Institute from 1985 to 1997, where he was in charge of the research and development of the regional economy in Fujian province.

Dr. Richard D. Propper will serve as Origin's Vice President for Corporate Development, based in San Diego, CA. Dr. Propper has been Chairman of Chardan since its inception in December 2003. In August 2003, he formed Chardan Capital, LLC, a venture capital management and financial strategic consulting firm, through which he focuses principally on building business relationships between Chinese companies and the U.S. financial markets. Dr. Propper received his M.D. from Stanford University. He also spent ten years on the faculty of Harvard Medical School.

About Chardan

Chardan was organized to effect a business combination with an operating business that is based in China. Chardan completed its initial public offering on March 22, 2004 through the sale of 4.025 million units at $6.00 per unit. Each unit was comprised of one share of Chardan common stock and two redeemable and convertible common stock purchase warrants having an exercise price of $5.00.

Forward-Looking Statement

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about Chardan, Origin and their combined business after completion of the acquisition. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Chardan's and Origin's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: business conditions in China, weather and natural disasters, changing interpretations of generally accepted accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which Origin is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of seed products; timing approval and market acceptance of new products introduction; general economic conditions; geopolitical events and regulatory changes, as well as other relevant risks detailed in Chardan's and Origin's filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Neither Chardan nor Origin assumes any obligation to update the information contained in this press release or filings.

Contact:
Chardan China Acquisition Corp.
Richard Propper, 619-795-4627
OR
Investor Relations Counsel:
Devin Sullivan, 212-836-9608

OR
Adam Prior, 212-836-9606