SEC Company Response from Smart Powerr Corp. (CREG) (CIK 0000721693) (CREG) — May 30, 2014
Smart Powerr Corp. (CREG) (CIK 0000721693)
Date: May 30, 2014 · CIK: 0000721693 · Accession: 0001144204-14-034524
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-194470
Referenced dates: April 3, 2014
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Re: China Recycling Energy Corporation Registration Statement on Form S-3 Filed March 10, 2014 File No. 333-194470
Dear Ms. Ransom:
On behalf of our client, China Recycling Energy Corporation (“CREG” or the “Company” and sometimes referred to as “we” or “our”), this firm is filing a response to the SEC Comment Letter, dated May 7, 2014, in connection with complying with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included, in this response letter, the same caption and paragraph number, as well as the text of the comment, set forth in your May 7, 2014 comment letter followed by our response.
General
Comment 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 Form 8-K filed on September 16, 2014, as well. Please advise
Response:
The Company also confirms that Pucheng Xin Heng Yuan Biomass Power Generation Corporation signed the Biomass Power Generation Project Lease Agreement on September 11, 2013.
United States Securities and Exchange Commission
May 30, 2014
Page 2
Exhibit 5.1 – Opinion of McKenna Long & Aldridge LLP
Comment 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 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 the addressee of the opinion (your board of directors). Accordingly, we re-issue this comment.
Response:
We will revise and replace the sentence “This opinion letter is provided for use solely in connection with the resale of the Common Stock covered by the Registration Statement may not be furnished to, quoted from or relied upon by any other person, firm, or corporation without our express written consent.” with a new sentence (italicized font reflects new proposed insert) that “This opinion letter is provided for use solely in connection with the resale of the Common Stock covered by the Registration Statement, and except for its use in connection with such resale may not be furnished to, quoted from or relied upon by any other person, firm, or corporation without our express written consent.”
If you have any further comments or require any further information or if any questions should arise in connection with this submission, please call me at (404) 527-4990, Derek Swanson at (404) 527-4037 or Jeffrey Li at (202) 496-7443.
Very truly
yours,
/s/ Thomas Wardell, Esq.
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CORRESP
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filename1.htm
Albany
Atlanta
Brussels
Denver
Los Angeles
Miami
New York
Thomas
Wardell
404.527.4990
mckennalong.com
Northern Virginia
Orange County
Rancho Santa Fe
San Diego
San Francisco
Seoul
Washington, DC
email
address
twardell@mckennalong.com
May 30, 2014
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-0405
Attn: Mara Ransom, Assistant Director
Lilyanna Peyser, Legal Branch Chief
Scott M. Anderegg
Re: China Recycling Energy Corporation
Registration Statement on Form S-3
Filed March 10, 2014
File No. 333-194470
Dear Ms. Ransom:
On behalf of our
client, China Recycling Energy Corporation (“CREG” or the “Company” and sometimes referred to as “we”
or “our”), this firm is filing a response to the SEC Comment Letter, dated May 7, 2014, in connection with complying
with the issues and outstanding disclosure items set forth therein. For convenience of reference, we have included, in this response
letter, the same caption and paragraph number, as well as the text of the comment, set forth in your May 7, 2014 comment letter
followed by our response.
General
Comment
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 Form 8-K filed on September 16, 2014, as well. Please advise
Response:
The
Company also confirms that Pucheng Xin Heng Yuan Biomass Power Generation Corporation
signed the Biomass Power Generation Project Lease Agreement on September 11, 2013.
United States Securities and Exchange
Commission
May 30, 2014
Page 2
Exhibit 5.1 – Opinion of McKenna Long &
Aldridge LLP
Comment 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 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 the addressee of the opinion (your board of directors). Accordingly, we re-issue this comment.
Response:
We will revise and
replace the sentence “This opinion letter is provided for use solely in connection with the resale of the Common Stock covered
by the Registration Statement may not be furnished to, quoted from or relied upon by any other person, firm, or corporation without
our express written consent.” with a new sentence (italicized font reflects new proposed insert) that “This opinion
letter is provided for use solely in connection with the resale of the Common Stock covered by the Registration Statement, and
except for its use in connection with such resale may not be furnished to, quoted from or relied upon by any other
person, firm, or corporation without our express written consent.”
If you have any further
comments or require any further information or if any questions should arise in connection with this submission, please call me
at (404) 527-4990, Derek Swanson at (404) 527-4037 or Jeffrey Li at (202) 496-7443.
Very truly
yours,
/s/ Thomas Wardell, Esq.
Thomas Wardell, Esq.
cc: David Chong, CFO, China Recycling Energy Corp.
Jeffrey Li, Esq.
Derek Swanson, Esq.