SecProbe.io

January 28, 2013

Via E -mail
Mr. Trung Tri Doan
Chief Executive Officer
SemiLEDs  Corporation
3F, No.  11 Ke Jung Rd.
Chu-Nan Site
Hsinchu Science Park, Chu -Nan 350
Miao -Li County, Taiwan, R.O.C.

Re: SemiLEDs Corporation
Form 10-K for the Fiscal Year Ended  August 31 , 2012
Filed Decembe r 13, 2012
File No.: 001-34992

Dear Mr. Doan :

We have reviewed your filing s and have the following comment s.  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 within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   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 resp onse.

After reviewing any amendment to your filings and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended August 31, 2012
Item 7.    Management's Discussion and Analysis of F inancial Condition and Results
of Operation s, page 52
Key Factors Affecting Our Financial Condition, Results of Operations and  Business , page 53
Intellectual Property Issues, page 54

1. We note the injunction you agreed to regarding sales and imports of “ce rtain accused
products” in the United States.   Please tell us, with a view toward disclosure of material
known trends and events in future filings, the amount of historical revenues in the United
States that relates to those “certain accused products” and the impact on your results of

Mr. Trung Tri Doan
SemiLEDs Corporation
January 2 8, 2013
Page 2

 operations in the United States and globally since the injunction went into effect.   For
example, was a material portion of your historical revenue globally related to those
“certain accused products?”   While we note your disc losure regarding sales of a new EV
product in the United States, it is unclear from your disclosure whether and to what extent
those sales have or will offset sales of the “certain accused products” or whether you
believe your results of operations have be en or will be materially impacted.

Year Ended August 31, 2012 Compared to Year Ended August 31, 201 1, page 68

2. To the extent that changes in the amount of revenues related to LED chips compared to
LED components relates to a change in strategy by you,  as indicated by your disclosure
on pages 25 and 56 and statements management’s 4 th quarter earnings call, please ensure
your disclosure in future filings discusses that strategy and the impact on the results you
disclose, including gross margin.    Also, t o the extent this strategic shift represents a
known trend that you believe will materially impact your results of operation or financial
condition, please discuss in future filings, if applicable, such impact.

Item 8.   Financial Statements and Supplementary Data, page 78

Note 3. Balance Sheet Components, page 95

Property, Plant and Equipment, page 95

3. We note your disclosure  in this note  that the fair value of  property, plant and equipment
on which you recorded an i mpairment charge of $7.5 million during  the year ended
August  31, 2012  was based, in part, on third -party independent valuations .  Please
describe to us and revise future filings to clarify the nature and extent of the third party
appraiser’s involvement a nd management’s reliance on the work of the independent
appraisers.  Please refer to Question 141.02 of the Compliance and Disclosure
Interpretations on Securities Act Sections, which can be found at
http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm, and which would be
applicable to the extent your Form 10 -K is incorporated by reference into any registration
statement.

Note 5.   Investments in Unconsolidated Entities, page 99

4. Please provide to us your significance calculations pursuant to the  requirements of Rule
3-09 (a) of Regulation S -X related to your equity method investment in China SemiLEDs
for fiscal 2011 .

Exhibit 99. 1 Xurui Guangdian Co., Ltd’s Financial Statements as of August 31, 2012 (Audited)
and 2011 (Unaudited) and for the Years Then Ended

5. We note that the independent auditor for Xurui Guangdian Co., Ltd.’s conducted its
audits in accordance with both “generall y accepted auditing standards as established by

Mr. Trung Tri Doan
SemiLEDs Corporation
January 2 8, 2013
Page 3

 the Auditing Standards Board (United States)” and in accordance with “the auditing
standards of the Public Company Accounting Oversight Board (United States).”   As we
note that the term “generally accepted au diting standards as established by the Auditing
Standards Board (United States)” is not one that is required by AU 508, and to be
consistent with the guidance in paragraph 3 of PCAOB Auditing Standard No. 1, please
have your auditors remove the reference f rom their audit report.

6. Further to the above, the reference in the audit report to the “auditing standards of the
Public Company Accounting Oversight Board (United States)” is not consistent with the
requirements of paragraph 3 of PCAOB Auditing Standar d No. 1 which calls for the
auditor to refer to “standards of the Public Company Accounting Oversight Board
(United States).”   Please amend your filing to include a report from your independent
auditors that complies with PCAOB Auditing Standard No. 1.
.
7. We note your independent auditor’s report in this Exhibit is signed by “ShineWing,
ShineWing CPAs Shanghai Branch” located in Shanghai, People’s Republic of
China.   Please confirm to us that this auditor is registered with the Public Company
Accounting Ov ersight Board (US). In this regard, we note that the list of registered audit
firms with the PCAOB includes a listing for “ShineWing Certified Public Accountants.”
Please have your auditor clarify how, if at all, it is associated with the registered firm.
Further, if your auditor is a member of the registered firm and appropriately included in
that PCAOB registration, please have your auditor ensure that its audit reports in future
filings, including the amended Form 10 -K, are signed under the name of the a udit firm as
indicated on the PCAOB registration.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all app licable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not forec lose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Trung Tri Doan
SemiLEDs Corporation
January 2 8, 2013
Page 4

 You ma y contact Tara Harkins, Staff Accountant, at (202) 551 -3639 or Jay Webb, Reviewing
Accountant, at (202) 551 -3603 if you have questions regarding these comments.  In this regard,
do not hesitate to contact me at (202) 551 -3643.

       Sincerely,

       /s/ Jay Webb “for”

        Kevin L. Vaughn
        Accounting Branch Chief