SEC Company Response from SHINECO, INC. (SISI) (CIK 0001300734) (SISI) — Apr 11, 2016
SHINECO, INC. (SISI) (CIK 0001300734)
Date: April 11, 2016 · CIK: 0001300734 · Accession: 0001144204-16-093638
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-202803
Referenced dates: April 8, 2016
Letter
Division of Corporation Finance Re: Shineco, Inc. Comment Letter Dated April 8, 2016 regarding Registration Statement on Form S-1 File No. 333-202803
Dear Ms. Block:
On behalf of Shineco, Inc. (the “Registrant”) and in response to the comments set forth in your letter dated April 8, 2016, we are writing to supply additional information and to indicate the changes that have been made in the enclosed Amendment No. 8 to the captioned Registration Statement (the “Amendment”). Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein.
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.
We have filed an edited Exhibit 5.1 opinion deleting the last sentence in the third paragraph per your request.
Ms. Susan Block, Assistant Director
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 Section II.B.1.f. of Staff Legal Bulletin No. 19.
We have filed an edited Exhibit 5.1 opinion which opines that the warrants are binding obligations under New York law.
3. Please revise to remove the limitation on reliance in the last paragraph of the opinion. Purchasers of the securities in the offering are entitled to rely on the opinion. Refer to Section II.B.3.d. of Staff Legal Bulletin No. 19.
We have filed an edited Exhibit 5.1 opinion which removes the limitation on reliance in the last paragraph of the opinion per your request.
Thank you in advance for your assistance in reviewing this response and the Amendment to the Registration Statement on Form S-1. Should you have any questions with respect to the above responses, please contact me.
Sincerely,
/s/ Yuying Zhang
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Room
3106, Building B s
#39 East 3rd Ring Middle Road s
Chaoyang District s
Beijing
100022 s
People’s Republic of China s
(+86) 105869-3011
April 8, 2016
Ms. Susan Block, Attorney Advisor
Division of Corporation Finance
U.S. Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549-4631
Re: Shineco, Inc.
Comment Letter Dated April 8, 2016 regarding
Registration Statement on Form S-1
File No. 333-202803
Dear Ms. Block:
On behalf of Shineco, Inc. (the “Registrant”) and
in response to the comments set forth in your letter dated April 8, 2016, we are writing to supply additional information and to
indicate the changes that have been made in the enclosed Amendment No. 8 to the captioned Registration Statement (the “Amendment”).
Capitalized terms used herein shall have the meanings ascribed to them in the Amendment unless otherwise defined herein.
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.
We have filed an edited Exhibit 5.1 opinion deleting
the last sentence in the third paragraph per your request.
Ms. Susan Block, Assistant Director
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 Section II.B.1.f. of Staff Legal Bulletin No. 19.
We have filed an edited Exhibit 5.1 opinion which
opines that the warrants are binding obligations under New York law.
3.
Please revise to remove the limitation on reliance in the last paragraph of the opinion. Purchasers of the securities in the offering are entitled to rely on the opinion. Refer to Section II.B.3.d. of Staff Legal Bulletin No. 19.
We have filed an edited Exhibit 5.1 opinion which
removes the limitation on reliance in the last paragraph of the opinion per your request.
Thank you in advance for your assistance in reviewing this response
and the Amendment to the Registration Statement on Form S-1. Should you have any questions with respect to the above responses,
please contact me.
Sincerely,
/s/ Yuying Zhang
Yuying Zhang
Chief Executive Officer