SEC Comment Letter for Planet Green Holdings Corp. (PLAG) (CIK 0001117057) (PLAG) — May 18, 2010
Planet Green Holdings Corp. (PLAG) (CIK 0001117057)
Date: May 18, 2010 · CIK: 0001117057 · Accession: 0000000000-10-027649
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-164605
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4628
DIVISION OF CORPORATION FINANCE
May 18, 2010
Mr. Si Chen Chairman, Director and Chief Executive Officer American Lorain Corporation Beihuan Road Junan County Shandong, P.R. China 276600 Re: American Lorain Corporation Amendment No. 2 to Registra tion Statement on Form S-3 Filed May 6, 2010 File No. 333-164605 Dear Mr. Chen:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Af ter reviewing this information, we may raise additional comments. Form S-3
General
Incorporation of Certain Info rmation by Reference, page 16 1. We note that on May 13, 2010 you subsequently filed a Form 10-Q for the fiscal period ended March 31, 2010. However, in th is registration statement you have not properly incorporated future filings after th e date of the initial registration statement and prior to effectiveness. Therefore, please file an am endment that specifically incorporates your Form 10-Q and any othe r subsequent report filed pursuant to Section 13(a) or 15(d) of the Exchange Ac t. See Item 12(a)(2) of Form S-3 and Question 123.05 of the Division of Corporat ion Finance’s Compliance and Disclosure Interpretations on Securities Act Forms.
American Lorain Corporation Mr. Si Chen May 18, 2010 Page 2 Part II. Information Not Required in Prospectus
Item 16. Exhibits
Exhibit 5.1
2. We note that counsel's legal opinion disclaims any obligation to update this opinion or otherwise advise you of any change in a ny of these sources of law or subsequent legal or factual developments. Since the opinion must speak as of the registration statement's effectiveness, please have counsel revise their opinion to state that they have no obligation to up date the opinion after the date of effectiveness, or have counsel re-file the opinion on the date of effectiveness. Closing Comments
As appropriate, please amend your filing in response to these comments. You may wish to provide us with marked copies of th e amendment to expedite our review. Please furnish a cover letter with each amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have additiona l comments after reviewing your amendment and responses to our comment. Please contact Kevin Dougherty at (202) 551- 3271, or in his absence, the undersigned at (202) 551- 3611 with any questions.
S i n c e r e l y ,
Anne Nguyen Parker B r a n c h C h i e f cc: Via Facsimile (212) 715-8277
Christopher S. Auguste, Esq. Kramer Levin Naftalis & Frankel LLP
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628
DIVISION OF
CORPORATION FINANCE
May 18, 2010
Mr. Si Chen Chairman, Director and Chief Executive Officer American Lorain Corporation Beihuan Road Junan County Shandong, P.R. China 276600
Re: American Lorain Corporation
Amendment No. 2 to Registra tion Statement on Form S-3
Filed May 6, 2010 File No. 333-164605
Dear Mr. Chen:
We have limited our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your document in response to these
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure. Af ter reviewing this information, we may raise
additional comments.
Form S-3
General
Incorporation of Certain Info rmation by Reference, page 16
1. We note that on May 13, 2010 you subsequently filed a Form 10-Q for the fiscal
period ended March 31, 2010. However, in th is registration statement you have not
properly incorporated future filings after th e date of the initial registration statement
and prior to effectiveness. Therefore, please file an am endment that specifically
incorporates your Form 10-Q and any othe r subsequent report filed pursuant to
Section 13(a) or 15(d) of the Exchange Ac t. See Item 12(a)(2) of Form S-3 and
Question 123.05 of the Division of Corporat ion Finance’s Compliance and Disclosure
Interpretations on Securities Act Forms.
American Lorain Corporation
Mr. Si Chen May 18, 2010 Page 2 Part II. Information Not Required in Prospectus
Item 16. Exhibits
Exhibit 5.1
2. We note that counsel's legal opinion disclaims any obligation to update this opinion or otherwise advise you of any change in a ny of these sources of law or subsequent
legal or factual developments. Since the opinion must speak as of the registration
statement's effectiveness, please have counsel revise their opinion to state that they
have no obligation to up date the opinion after
the date of effectiveness, or have
counsel re-file the opinion on the date of effectiveness.
Closing Comments
As appropriate, please amend your filing in response to these comments. You may
wish to provide us with marked copies of th e amendment to expedite our review. Please
furnish a cover letter with each amendment that keys your responses to our comments and
provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have additiona l comments after reviewing your amendment
and responses to our comment.
Please contact Kevin Dougherty at (202) 551- 3271, or in his absence, the undersigned
at (202) 551- 3611 with any questions.
S i n c e r e l y ,
Anne Nguyen Parker B r a n c h C h i e f
cc: Via Facsimile (212) 715-8277
Christopher S. Auguste, Esq. Kramer Levin Naftalis & Frankel LLP