SecProbe.io

CORRESP
1
filename1.htm

August 8, 2023

VIA CORRESPONDENCE

Austin Pattan

Andrew Mew

Division of Corporation Finance

Disclosure Review Program

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Canadian Solar Inc.

Annual Report on Form 20-F for the Year Ended December 31, 2022

Filed April 18, 2023

File No. 001-33107

Dear Mr. Pattan and Mr. Mew:

This letter sets forth the
response of Canadian Solar Inc. (the “Company”) to the comments contained in the letter dated July 26, 2023 from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “Form 20-F”).

For ease of review, we have
set forth below each of the numbered comments of the Staff’s letter and the Company’s responses thereto. All capitalized terms
used but not defined in this letter shall have the meaning ascribed to such terms in the Form 20-F.

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).

Response:

Ownership and/or controlling financial
interest held by governmental entity of mainland China with respect to the Company

In connection with the required disclosures
under paragraphs (a) and (b)(3) of Item 16I with respect to the Company, the Company respectfully submits that it relied on
the beneficial ownership schedules, namely, Schedule 13Gs, Schedule 13Ds and the amendments thereto, filed by the Company’s major
shareholders. Because such major shareholders are legally obligated to file beneficial ownership schedules with the Commission, the Company
believes such reliance is reasonable and sufficient. Based on the examination of the Schedule 13Gs, Schedule 13Ds and the amendments thereto
filed by the Company’s major shareholders, other than Dr. Shawn (Xiaohua) Qu and BlackRock, Inc., no shareholder beneficially
owned 5% or more of the Company’s total outstanding shares as of January 31, 2023.

    1

Dr. Shawn
(Xiaohua) Qu is founder, Chairman, President and Chief Executive Officer of the Company. Additionally, BlackRock, Inc. (NYSE: BLK)
is an independent, publicly traded company listed on the New York Stock Exchange, with no single majority shareholder, according to its
Form 10-K filed on February 24, 2023. Furthermore, the Proxy Statement filed on April 14, 2023 indicates that other than
The Vanguard Group, Inc., BlackRock, Inc. and Kuwait Investment Authority (acting for and on behalf of the Government of the
State of Kuwait), no shareholder owned beneficially more than 5% of any class of outstanding voting securities of BlackRock, Inc.
as of March 31, 2023. Based on the foregoing, BlackRock, Inc. is not owned or controlled by a governmental entity of
mainland China.

Based on the foregoing, the Company
has determined that it is not owned or controlled by a governmental entity of mainland China, and that the governmental entities in mainland
China do not have a controlling financial interest in the Company.

Ownership and/or controlling financial
interest held by governmental entities in applicable foreign jurisdictions with respect to the Company’s consolidated foreign operating
entities

In connection with the required disclosures
under paragraphs (b)(2) and (b)(3) of Item 16I with respect to the Company’s consolidated foreign operating entities,
the Company respectfully submits that it conducts operations through operating subsidiaries in which it has equity ownership. The Company
respectfully clarifies that it does not maintain a variable interest entity structure that is intended to mimic direct ownership in the
operating companies.

Exhibit 8.1 sets
forth a list of significant subsidiaries, being the Company’s consolidated operating entities incorporated in various jurisdictions.
The jurisdictions in which those foreign operating entities are incorporated are mainland China, Hong Kong, Canada, and Thailand. Except
for CSI Solar Co., Ltd. (“CSI Solar”) and the operating entities held through CSI Solar, the Company holds 100% equity interests
in each such foreign operating entity.

CSI Solar (SSE: 688472) successfully completed its initial public offering
(“IPO”) in China and its shares started trading on the Shanghai Stock Exchange’s Sci-Tech Innovation Board on June 9,
2023. The Company has examined CSI Solar’s shareholder composition as of June 9, 2023, the date of its IPO, which is the latest
publicly available shareholder list of CSI Solar.

    2

As
of June 9, 2023, the top 10 shareholders held an aggregate ownership of 83.99% in CSI Solar, while individual equity interests for
all other shareholders amounted to less than 1% each. The Company is the largest shareholder, owning approximately 63.64% of CSI
Solar. The remaining top 10 shareholders consisted of (i) three holding companies associated with CSI Solar’s employee stock
ownership plan through which employees of CSI Solar and/or its subsidiaries hold an interest in CSI Solar, and (ii) six third-party
institutional investors, none of whom owned more than 5% of CSI Solar. Based on the Company’s 63.64% ownership of CSI Solar
and the limited ownership levels of other public shareholders, the Company has determined that governmental entities in mainland
China do not have a controlling financial interest in CSI Solar.

The Company is
unable to determine whether any of CSI Solar’s public shareholders, including the aforementioned six third-party institutional
investors, is owned or controlled by governmental entities in mainland China. Therefore, it is unable to determine whether any share
of CSI Solar is owned by governmental entities in mainland China.

In terms of the
operating entities held through CSI Solar, CSI Solar holds 100% equity interests in each of such operating entities, with the exception
of Canadian Solar Manufacturing (Thailand) Co., Ltd. which is 99.999996% held by CSI Solar. The rest of the equity interest of Canadian
Solar Manufacturing (Thailand) Co., Ltd. is held by two natural persons, both of whom are members of the management and key employees
of CSI Solar. There are no governmental entities in Thailand listed among this entity’s shareholders.

Based on the foregoing, the Company
has determined that governmental entities in mainland China do not have a controlling financial interest in the Company’s significant
subsidiaries.

Ownership held by governmental
entity of Canada with respect to the Company

In connection with
the required disclosures under paragraph (b)(2) of Item 16I with respect to the Company, the Company respectfully submits that, based
on its shareholder register as of January 31, 2023, its shareholders include both (i) natural persons and (ii) institutional shareholders.
Based on the examination of publicly available information, such as the major institutional shareholders’ websites and the Schedule
13Gs, Schedule 13Ds and the amendments thereto filed by them, to the best of the Company’s knowledge, no governmental entities in
Canada own shares of any of the institutional shareholders. Therefore, to the best of the Company’s knowledge, no governmental entities
in Canada own any shares of the Company.

The Company respectfully submits that
it did not rely upon any legal opinions or third party certifications such as affidavits as the basis of its submission.

    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 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.

Response:
The Company respectfully submits that with respect to the matter concerning Item 16I(b)(4), it has carried out an inquiry with all of
its directors, to ascertain whether any director holds an official position within the Chinese Communist Party. Each director confirmed
in their responses that none of them is an official of the Chinese Communist Party.

In addition, the
Company respectfully submits that the directors of the Company’s consolidated foreign operating entities fall into one of the following
categories: (i) directors of the Company, (ii) employees of the Company or its subsidiaries, or (iii) former employee of a subsidiary
of the Company. The directors of the Company are discussed above. For employees of the Company or its subsidiaries, based on the relevant
employment profiles, the Company has determined that the applicable employees are not officials of the Chinese Communist Party. As for
the director who is a former employee of the Company the director has confirmed in response to the Company’s inquiry that he is
not an official of the Chinese Communist Party.

The Company respectfully submits that
it did not rely upon any legal opinions or third party certifications such as affidavits as the basis of its submission.

 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.

Response: The Company respectfully
submits to the Staff that, based on the analysis in the response to comment 1, to the best of the Company’s knowledge, except as
disclosed in the response to comment 1 above, no governmental entities in mainland China, Hong Kong, Canada, and Thailand own shares of
the Company and the Company’s significant subsidiaries.

    4

 · 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.

Response:
With respect to the required submission under paragraph (b)(3) of Item 16I, the Company respectfully submits that, based on the analysis
in the response to comment 1, the governmental entities in mainland China do not have a controlling financial interest in the Company
and the Company’s significant subsidiaries. With respect to the required submission under paragraph (b)(5) of Item 16I, please
refer to the response to comment 4 below.

 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.

Response:
The Company confirms without qualification that its articles and the articles of its consolidated foreign operating entities do not contain
any charter of the Chinese Communist Party.

*    *    *

    5

If
you have any additional questions or comments regarding the Form 20-F, please contact the Company’s counsel, David Zhang at
david.zhang@kirkland.com or at + 852 3761 3318 (work) or +852 9124 8324 (cell), or Louis Rabinowitz at louis.rabinowitz@kirkland.com
or at +852 3761 3593 (work) or +852 6398 4103 (cell), of Kirkland & Ellis. Thank you.

    Very truly yours,

    By:
    /s/ Huifeng Chang

    Name: Huifeng Chang

    Title: Director and Chief Financial Officer

cc: David Zhang, Esq., Kirkland &
Ellis

         Louis Rabinowitz, Esq., Kirkland & Ellis
 Calvin Chen,
Deloitte Touche Tohmatsu Certified Public Accountants LLP

    6