KAISA GROUP HOLDINGS LTD.
Suite 2001, 20th Floor
Two International Finance Centre
8 Finance Street, Central
Hong Kong
VIA EDGAR SUBMISSION
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Era Anagnosti and Christopher Dunham
Re: Application for Qualification of Indentures on Form T-3 (File No.: 022-29017) (“Form T-3”) of Kaisa Group Holdings Ltd. (the “Issuer”) and its co-applicants
Dear Ms. Anagnosti and Mr. Dunham:
The undersigned Issuer and its co-applicants: Chang Ye Investment Company Limited, Da Hua Investment Company Limited, Dong Chang Investment Company Limited, Dong Sheng Investment Company Limited, Guang Feng Investment Company Limited, Heng Chang Investment Company Limited, Jie Feng Investment Company Limited, Jin Chang Investment Company Limited, Rong Hui Investment Company Limited, Rui Jing Investment Company Limited, Tai He Xiang Investment Company Limited, Xie Mao Investment Company Limited, Ye Chang Investment Company Limited, Zheng Zhong Tian Investment Company Limited, Tai He Sheng Investment Company Limited, Tai An Da Investment Company Limited, Tai Chang Jian Investment Company Limited, Tai Chong Fa Investment Company Limited, Tai Chong Li Investment Company Limited, Bakai Investments Limited, Yifa Trading Limited, Advance Guard Investments Limited, Victor Select Limited, Central Broad Limited, Guo Cheng Investments Limited, Ri Xiang Investments Limited, Yin Jia Investments Limited, Kaisa Investment Consulting Limited, Cornwell Holdings (Hong Kong) Limited, Goldenform Company Limited, Hong Kong Jililong Industry Co., Limited, Kaisa Holdings Limited, Leisure Land Hotel Management (China) Limited, Regal Silver Manufacturing Limited, Success Take International Limited, Woodland Height Holdings Limited, Yi Qing Investment Company Limited, Yong Rui Xiang Investment Company Limited, Zhan Zheng Consulting Company Limited, Kaisa Investment (China) Limited, Wan Rui Fa Investment Company Limited, Wan Rui Chang Investment Company Limited, Wan Tai Chang Investment Company Limited, Wan Jin Chang Investment Company Limited, Multi-Shiner Limited, Hong Kong Kaisa Industry Co., Limited, Bakai Investments (Hong Kong) Limited, Topway Asia Group Limited, Kaisa Finance Holdings Limited, Hong Kong Kaisa Trading Limited, Hong Kong Wanyuchang Trading Limited, Hong Kong Zhaoruijing Trading Limited, Profit Victor Investments (Hong Kong) Limited, Central Broad (Hong Kong) Investment Limited, Guo Cheng (Hong Kong) Investment Limited, Ri Xiang (Hong Kong) Investment Limited, Yin Jia (Hong Kong) Investment Limited, Jet Smart Global Development Limited, Apex Walk Limited, Vast Wave Limited, Xian Zhang Limited, Rich Tech Hong Kong Investment Limited, Apex Walk (Hong Kong) Limited, Vast Wave (Hong Kong) Limited, Xian Zhang (Hong Kong) Limited, Fulbright Financial Group (Enterprise) Limited, Fulbright Financial Group (Development) Limited and Fulbright Financial Group (Hong Kong) Limited (such co-applicants, collectively, the “Guarantors”) respectfully request that the Securities and Exchange Commission (the “Commission”), acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, enter an appropriate order declaring the above captioned Form T-3 effective as of 5:00 p.m. Eastern Daylight Time on Wednesday, July 20, 2016, or as soon as practicable thereafter.
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In connection with the above acceleration request, the Issuer and the Guarantors acknowledge that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Issuer or the Guarantors from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Issuer and the Guarantor 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. |
By requesting acceleration of effectiveness hereunder, the Issuer and the Guarantors acknowledge that they are aware of their responsibilities under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, as they relate the securities to be issued pursuant to the indentures specified in the above-captioned Form T-3. Please contact the Issuer’s legal counsel, Paul W. Boltz, Jr., Esq., at +852 3664-6519 once the Commission has made its decision regarding this request for acceleration of effectiveness.
[signature page follows]
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Very truly yours,
Kaisa Group Holdings Ltd. Chang Ye Investment Company Limited Da Hua Investment Company Limited Dong Chang Investment Company Limited Dong Sheng Investment Company Limited Guang Feng Investment Company Limited Heng Chang Investment Company Limited Jie Feng Investment Company Limited Jin Chang Investment Company Limited Rong Hui Investment Company Limited Rui Jing Investment Company Limited Tai He Xiang Investment Company Limited Xie Mao Investment Company Limited Ye Chang Investment Company Limited Zheng Zhong Tian Investment Company Limited Tai He Sheng Investment Company Limited Tai An Da Investment Company Limited Tai Chang Jian Investment Company Limited Tai Chong Fa Investment Company Limited Tai Chong Li Investment Company Limited Bakai Investments Limited Yifa Trading Limited Advance Guard Investments Limited Victor Select Limited Central Broad Limited Guo Cheng Investments Limited Ri Xiang Investments Limited Yin Jia Investments Limited Kaisa Investment Consulting Limited Cornwell Holdings (Hong Kong) Limited Goldenform Company Limited Hong Kong Jililong Industry Co., Limited Kaisa Holdings Limited Leisure Land Hotel Management (China) Limited | Regal Silver Manufacturing Limited Success Take International Limited Woodland Height Holdings Limited Yi Qing Investment Company Limited Yong Rui Xiang Investment Company Limited Zhan Zheng Consulting Company Limited Kaisa Investment (China) Limited Wan Rui Fa Investment Company Limited Wan Rui Chang Investment Company Limited Wan Tai Chang Investment Company Limited Wan Jin Chang Investment Company Limited Multi-Shiner Limited Hong Kong Kaisa Industry Co., Limited Bakai Investments (Hong Kong) Limited Topway Asia Group Limited Kaisa Finance Holdings Limited Hong Kong Kaisa Trading Limited Hong Kong Wanyuchang Trading Limited Hong Kong Zhaoruijing Trading Limited Profit Victor Investments (Hong Kong) Limited Central Broad (Hong Kong) Investment Limited Guo Cheng (Hong Kong) Investment Limited Ri Xiang (Hong Kong) Investment Limited Yin Jia (Hong Kong) Investment Limited Jet Smart Global Development Limited Apex Walk Limited Vast Wave Limited Xian Zhang Limited Rich Tech Hong Kong Investment Limited Apex Walk (Hong Kong) Limited Vast Wave (Hong Kong) Limited Xian Zhang (Hong Kong) Limited Fulbright Financial Group (Enterprise) Limited Fulbright Financial Group (Development) Limited Fulbright Financial Group (Hong Kong) Limited |
| By: | /s/ Zheng Yi | |
| Name: | Zheng Yi | |
| Title: | Authorized Signatory |
[Signature page to Letter Requesting Acceleration of Effectiveness]