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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
A DELAWARE LIMITED LIABILITY PARTNERSHIP
30/F, TOWER 2
CHINA WORLD TRADE CENTER
NO. 1, JIAN GUO MEN WAI AVENUE
BEIJING 100004 CHINA
TEL: (86-10) 6535-5500
FAX: (86-10) 6535-5577
www.skadden.com
November 18, 2010
VIA EDGAR AND HAND DELIVERY
Mr. Larry Spirgel, Assistant Director
Ms. Celeste Murphy, Legal Branch Chief
Mr. John Zitko, Staff Attorney
Ms. Cicely LaMothe, Branch Chief
Mr. Wilson Lee, Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: SYSWIN Inc.
Amendment No. 3 to Registration Statement on Form F-1
Dear Mr. Spirgel, Ms. Murphy, Mr. Zitko, Ms. LaMothe and Mr. Lee:
On behalf of our client, SYSWIN Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Amendment No. 3 to the registration statement on Form F-1 (the “Registration Statement”). For your reference, we will deliver to you five courtesy copies of the Registration Statement marked to show changes to the last registration statement filed with the Securities and Exchange Commission on November 10, 2010. The Company confirms that the only substantive changes made to Amendment No. 3 to the Registration Statement were those proposed changes submitted to the Staff in the Company’s response letter dated November 17, 2010. In addition, the Company made certain clean-up changes in the F-pages of the Registration Statement, and hereby encloses the relevant page containing such changes as Annex I.
* * *
If you need additional copies or have any questions regarding the Registration Statement, please contact the undersigned by phone at +8610-6535-5599 (work) or +86-135-0138-5907 (mobile) or via e-mail at peter.huang@skadden.com.
| Very truly yours, |
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| /s/ Peter Huang |
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| Peter Huang |
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Enclosures |
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cc: Liangsheng Chen, Chief Executive Officer, SYSWIN Inc.
Kai Li, Chief Financial Officer, SYSWIN Inc.
Xiaoling Hu, Managing Director, CDH Investments
Laura Butler, Partner, PricewaterhouseCoopers Zhong Tian CPAs Limited Company
Alan Seem, Partner, Shearman & Sterling LLP