SEC Comment Letter 0000000000-23-008009 to Canadian Solar Inc. (CSIQ) (CIK 0001375877) (CSIQ)
Canadian Solar Inc. (CSIQ) (CIK 0001375877)
Date: July 26, 2023 · CIK: 0001375877 · Accession: 0000000000-23-008009
AI Filing Summary & Sentiment
File numbers found in text: 001-33107
Letter
United States securities and exchange commission logo July 26, 2023 Xiaohua Qu Chief Executive Officer Canadian Solar Inc. 545 Speedvale Avenue West Guelph, Ontario , Canada N1K 1E6 Re:Canadian Solar Inc. Annual Report on Form 20-F for the Year Ended December 31, 2023 Filed April 18, 2023 File No. 001-33107 Dear Xiaohua Qu: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Year Ended December 31, 2023 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 145 1.We note your statement that you reviewed the Company’s register of members and public filings made by its shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or
FirstName LastNameXiaohua Qu Comapany NameCanadian Solar Inc. July 26, 2023 Page 2 FirstName LastName Xiaohua Qu Canadian Solar Inc. July 26, 2023 Page 2 affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. 3.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided solely for “Canadian Solar, Inc.” We also note that your list of principal subsidiaries and consolidated affiliated entities in Exhibit 8.1 appears to indicate that you have consolidated foreign operating entities in Hong Kong and countries outside China. Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. •With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental response. •With respect to (b)(3) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities in your supplemental response. 4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our knowledge." Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Andrew Mew, Office Chief, at (202) 551-3377 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: David Zhang
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United States securities and exchange commission logo
July 26, 2023
Xiaohua Qu
Chief Executive Officer
Canadian Solar Inc.
545 Speedvale Avenue West
Guelph, Ontario , Canada N1K 1E6
Re:Canadian Solar Inc.
Annual Report on Form 20-F for the Year Ended December 31, 2023
Filed April 18, 2023
File No. 001-33107
Dear Xiaohua Qu:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 145
1.We note your statement that you reviewed the Company’s register of members and public
filings made by its shareholders in connection with your required submission under
paragraph (a). Please supplementally describe any additional materials that were reviewed
and tell us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
FirstName LastNameXiaohua Qu
Comapany NameCanadian Solar Inc.
July 26, 2023 Page 2
FirstName LastName
Xiaohua Qu
Canadian Solar Inc.
July 26, 2023
Page 2
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
solely for “Canadian Solar, Inc.” We also note that your list of principal subsidiaries and
consolidated affiliated entities in Exhibit 8.1 appears to indicate that you have
consolidated foreign operating entities in Hong Kong and countries outside China. Please
note that Item 16I(b) requires that you provide disclosures for yourself and your
consolidated foreign operating entities, including variable interest entities or similar
structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge." Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Andrew Mew, Office
Chief, at (202) 551-3377 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: David Zhang