SEC Comment Letter for SHINECO, INC. (SISI) (CIK 0001300734) (SISI) — Apr 8, 2016
SHINECO, INC. (SISI) (CIK 0001300734)
Date: April 8, 2016 · CIK: 0001300734 · Accession: 0000000000-16-071507
AI Filing Summary & Sentiment
Reasoning
Letter
Mailstop 3561 April 8 , 201 6 Yuying Zhang Chief Executive Officer Shineco, Inc. Room 3106, Building B #39 East 3rd Ring Middle Road Chaoyang District Beijing 100022 People’s Republic of China
Re: Shineco, Inc. Amendment No. 7 to Registration Statement on Form S -1 Filed March 31, 201 6 File No. 333 -202803
Dear Mr. Zhang:
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with inform ation so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If 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 information you provide in response to these comments, we may have additional comments.
Exhibit 5.1
1. Please refer to the third paragraph. Please delete the last sentence that says, “[w]e advise you that we are not licensed to practice in the State of Delaware.” It is not appropriate to “carve out” the law of the relevant jurisdiction or indicate that counsel is not qualified to opine on that law. Please refer to Section II.B.3.c. of Staff Legal Bulletin, No. 19, available on our website at www.sec.gov .
Yuying Zhang Shineco, Inc. April 8 , 2016 Page 2
2. Please refer to page 2 of the opinion. As to the warrants, please revise to opine that the warrant is a binding obligation of the registrant under the law of the jurisdiction governing the warrant. Refer to Secti on II.B.1.f. of Staff Legal Bulletin No. 19 .
3. Please revise to remove the limitation on reliance in the last paragraph of the opinion. Purchasers of the securities in the offering are ent itled to rely on t he opinion. Refer to Section II.B.3.d. of Staff L egal Bulletin No. 19.
You may contact Aamira Chaudhry at (202) 551 - 3389 or Lynwood Shenk at (202) 551 - 3380 if you have questions regarding comments on the financial statements and related matters. Please contact John Dana Brown at (202) 551 -3859 or me at (202) 551-3210 with any other questions.
Sincerely,
/s/ Susan Block
Show Raw Text
Mailstop 3561
April 8 , 201 6
Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China
Re: Shineco, Inc.
Amendment No. 7 to
Registration Statement on Form S -1
Filed March 31, 201 6
File No. 333 -202803
Dear Mr. Zhang:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with inform ation so
we may better understand your disclosure.
Please respond to this letter by amending your registration statement and
providing the requested information . If 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
information you provide in response to these comments, we may have additional
comments.
Exhibit 5.1
1. Please refer to the third paragraph. Please delete the last sentence that says, “[w]e
advise you that we are not licensed to practice in the State of Delaware.” It is not
appropriate to “carve out” the law of the relevant jurisdiction or indicate that
counsel is not qualified to opine on that law. Please refer to Section II.B.3.c. of
Staff Legal Bulletin, No. 19, available on our website at www.sec.gov .
Yuying Zhang
Shineco, Inc.
April 8 , 2016
Page 2
2. Please refer to page 2 of the opinion. As to the warrants, please revise to opine
that the warrant is a binding obligation of the registrant under the law of the
jurisdiction governing the warrant. Refer to Secti on II.B.1.f. of Staff Legal
Bulletin No. 19 .
3. Please revise to remove the limitation on reliance in the last paragraph of the
opinion. Purchasers of the securities in the offering are ent itled to rely on t he
opinion. Refer to Section II.B.3.d. of Staff L egal Bulletin No. 19.
You may contact Aamira Chaudhry at (202) 551 - 3389 or Lynwood Shenk at
(202) 551 - 3380 if you have questions regarding comments on the financial statements
and related matters. Please contact John Dana Brown at (202) 551 -3859 or me at (202)
551-3210 with any other questions.
Sincerely,
/s/ Susan Block
Susan Block
Attorney Advisor
Office of Transportation and Leisure
cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.