January 25, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Martin James, Assistant Director | |
| Brian Cascio, Accounting Branch Chief | ||
| Leigh-Ann Schultz, Staff Accountant | ||
| Ruairi Regan, Staff Attorney | ||
| Daniel Morris, Special Counsel | ||
RE: | BCD Semiconductor Manufacturing Limited | |
| Registration Statement on Form F-1 | ||
| File Number 333-171539 | ||
Acceleration Request
| Requested Date: | January 27, 2011 | |
| Requested Time: | 4:30 P.M. Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, BCD Semiconductor Manufacturing Limited (the “Company”) hereby requests that the above-referenced Registration Statement on Form F-1 (File No. 333-171539) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable. The Company also requests that the registration statement on Form F-6 (File No. 333-171674) filed with the Securities and Exchange Commission (the “Commission”) on January 12, 2011 (the “F-6 Registration Statement”) be declared effective concurrently with the Registration Statement.
In connection with the acceleration request, the Company hereby acknowledges that:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We respectfully request that we be notified of the effectiveness of the Registration Statement and the F-6 Registration Statement by telephone call to Rick Kline at 650-565-3539.
Please also provide a copy of the Commission’s order declaring the Registration Statement and the F-6 Registration Statement effective to Carmen Chang and Rick Kline via facsimile at 650-493-6811.
* * *
| Sincerely, | ||
| BCD Semiconductor Manufacturing Limited | ||
| By: | /s/ Chieh Chang | |
| Chieh Chang | ||
| President and Chief Executive Officer | ||
