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Shareholders Approve Merger between Chardan China Acquisition Corp. and State Harvest Holdings Limited.


BEIJING & SAN DIEGO San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay.  -- Chardan China Acquisition Corp. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
: CAQC CAQC CompTIA Authorized Quality Curriculum
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CAQC Catawba Air Quality Committee
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, 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 British Virgin Islands

A British colony in the eastern Caribbean east of Puerto Rico and the U.S. Virgin Islands. Road Town, on Tortola Island, is the capital. Population: 21,700.

Noun 1.
. 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 plant breeding, science of altering the genetic pattern of plants in order to increase their value. Increased crop yield is the primary aim of most plant-breeding programs; advantages of the hybrids and new varieties developed include adaptation to new agricultural  and Cytogenics from Iowa State University Academics
ISU is best known for its degree programs in science, engineering, and agriculture. ISU is also home of the world's first electronic digital computing device, the Atanasoff–Berry Computer.
. Prior to founding Origin, Dr. Han worked for International Maize and Wheat Improvement Center The International Maize and Wheat Improvement Center – better known by its Spanish-language acronym CIMMYT, from Centro Internacional de Mejoramiento de Maíz y Trigo  (CIMMYT CIMMYT Centro Internacional de Mejoramiento de Maíz y Trigo (Spanish: International Maize and Wheat Improvement Center; Mexico) ) in Mexico and Pioneer Hi-bred Pioneer Hi-Bred is one of the largest U.S. companies which produces hybrid seeds for agriculture. History
In 1926, farm journal editor and future U.S. Vice President Henry A. Wallace, along with a group of Des Moines, Iowa businessmen, started the "Hi-Bred Corn Company".
 International.

Yasheng Yang will be a director and the President, Treasurer and Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
 of Origin. He has been the President and Chief Operating Officer of Origin Seed in its affiliated companies Affiliated Companies

A situation that occurs when one company owns a minority interest (less than 50%) in another company.

Also refers to companies that are related to each other in some way.

Notes:
An affiliated company is sometimes referred to as a subsidiary.
 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 (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, 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 Harvard Medical School (HMS) is one of the graduate schools of Harvard University. It is a prestigious American medical school located in the Longwood Medical Area of the Mission Hill neighborhood of Boston, Massachusetts. .

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 forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  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 The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
; outcomes of government reviews; inquiries and investigations and related litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called 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 ge·o·pol·i·tics  
n. (used with a sing. verb)
1. The study of the relationship among politics and geography, demography, and economics, especially with respect to the foreign policy of a nation.

2.
a.
 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.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 28, 2005
Words:1146
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