SEC Comment Letter for Smart Powerr Corp. (CREG) (CIK 0000721693) (CREG) — May 7, 2014
Smart Powerr Corp. (CREG) (CIK 0000721693)
Date: May 7, 2014 · CIK: 0000721693 · Accession: 0000000000-14-023284
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-194470
Referenced dates: April 3, 2014
Letter
May 7, 2014 Via E -mail Guohua Ku Chief Executive Officer China Recycling Energy Corporation 12/F, Tower A Chang An International Building No. 88 Nan Guan Zheng Jie Xi’an City, Shaanxi Province China 710068
Re: China Recycling Energy Corporation Registration Statement on For m S-3 Filed March 10, 2014 Response dated April 25, 2014 File No. 333-194470
Dear Mr. Ku:
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requeste d information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the informat ion you provide in response to these comments, we may have additional comments. General 1. We note your response to comment 1 in our letter dated April 3, 2014. The issues raised in such comment apply to the lease agreement filed as Exhibit 10.2 to the For m 8-K filed on September 16, 2014, as well. Please advise. Exhibit 5.1 2. We note your response to comment 3 in our letter dated April 3 , 2014 , including your belief that the language that the opinion “is provided for use solely in connection with the resale of the Common Stock covered by the Registrant Statement” should be interpreted
Guohua Ku China Recycling Energy Corporation May 7 , 2014 Page 2
as allowing investors to rely on Counsel’s opinion. While this language appears to appropriately limit the purpose for which the opinion may be used, it does not appear to speak as to a person or a class of persons. However, the language that the opinion “may not be furnished to, quoted from or relied upon by any other person, firm or corporation” appears to inappropriately limit the persons that may rely on the opinion to t he addressee of the opinion (your board of directors). Accordingly, we re -issue this comment.
You may contact Scott M. Anderegg, Staff Attorney, at (202) 551 -3342, Lilyanna Peyser, Legal Branch Chief, at (202) 551 -3222, or me at (202) 551 -3720 with any other questions with any other questions.
Sincerely,
/s/ Lilyanna L. Peyser for
Show Raw Text
May 7, 2014
Via E -mail
Guohua Ku
Chief Executive Officer
China Recycling Energy Corporation
12/F, Tower A
Chang An International Building
No. 88 Nan Guan Zheng Jie
Xi’an City, Shaanxi Province
China 710068
Re: China Recycling Energy Corporation
Registration Statement on For m S-3
Filed March 10, 2014
Response dated April 25, 2014
File No. 333-194470
Dear Mr. Ku:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requeste d information . Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the informat ion you
provide in response to these comments, we may have additional comments.
General
1. We note your response to comment 1 in our letter dated April 3, 2014. The issues raised
in such comment apply to the lease agreement filed as Exhibit 10.2 to the For m 8-K filed
on September 16, 2014, as well. Please advise.
Exhibit 5.1
2. We note your response to comment 3 in our letter dated April 3 , 2014 , including your
belief that the language that the opinion “is provided for use solely in connection with the
resale of the Common Stock covered by the Registrant Statement” should be interpreted
Guohua Ku
China Recycling Energy Corporation
May 7 , 2014
Page 2
as allowing investors to rely on Counsel’s opinion. While this language appears to
appropriately limit the purpose for which the opinion may be used, it does not appear to
speak as to a person or a class of persons. However, the language that the opinion “may
not be furnished to, quoted from or relied upon by any other person, firm or corporation”
appears to inappropriately limit the persons that may rely on the opinion to t he addressee
of the opinion (your board of directors). Accordingly, we re -issue this comment.
You may contact Scott M. Anderegg, Staff Attorney, at (202) 551 -3342, Lilyanna Peyser,
Legal Branch Chief, at (202) 551 -3222, or me at (202) 551 -3720 with any other questions with
any other questions.
Sincerely,
/s/ Lilyanna L. Peyser for
Mara Ransom
Assistant Director