("SHEARMAN & STERLING LLP LETTERHEAD")
Writer's Email Address: December 18, 2006
alan.seem@shearman.com
Writer's Direct Number:
(8610) 5922-8002
VIA FACSIMILE & HAND DELIVERY
Messrs. Jay Mumford and Perry Hindin
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: SOLARFUN POWER HOLDINGS CO., LTD.
REGISTRATION STATEMENT ON FORM F-1
FILED ON DECEMBER 11, 2006
FILE NO. 333-139258
Dear Messrs. Mumford and Hindin:
Solarfun Power Holdings Co., Ltd. (the "Company") has requested us to
respond to the Staff's comment letter, dated December 18, 2006, relating to the
Company's registration statement on Form F-1 publicly filed on December 11, 2006
(the "Registration Statement") File No. 333-139258. In addition, the Company is
publicly filing today Amendment No. 1 to the Registration Statement, which
consists primarily of a revised Exhibit 4.2 (specimen ordinary share
certificate) and Exhibit 5.1 (Cayman Islands counsel opinion). The revised pages
of Amendment No. 1 to the Registration Statement (including the revised
exhibits) are attached hereto as Annex A for the Staff's reference.
December 18, 2006
Page 2
The Company's responses to the Staff's comments are set forth below. The
numbered paragraphs below correspond to the numbered paragraphs of the Staff's
comment letter, which have been retyped herein in bold for your ease of
reference.
EXHIBIT 5.1
1. WE NOTE YOU RESPONSE TO COMMENT 12; HOWEVER, PARAGRAPH (III) AND THE
FOLLOWING LANGUAGE FROM THE NEXT PARAGRAPH, "... AND WE HAVE ASSUMED THAT
THERE IS NOTHING UNDER ANY OTHER LAW THAT WOULD AFFECT OR VARY THE
FOLLOWING OPINIONS" IMPLIES THAT YOU HAVE NOT YET FILED AN OPINION THAT
ADDRESSES ALL LEGAL ISSUES UNDERLYING THE QUESTION OF WHETHER THE SHARES
BEING OFFERED ARE LEGALLY ISSUED, FULLY PAID AND NON-ASSESSABLE. PLEASE
FILE AN OPINION FROM APPROPRIATE COUNSEL THAT ADDRESSES THE LEGAL QUESTIONS
CARVED OUT BY THIS LANGUAGE.
The language cited by the Staff in the comment above has been deleted from
Exhibit 5.1, as requested. See the revised Exhibit 5.1 being filed on the
date hereof as an exhibit to Amendment No. 1 to the Registration Statement
on Form F-1. See also Annex A hereto.
2. WE NOTE YOUR RESPONSE TO COMMENT 13. AT WHAT POINT IN TIME IS THE ENTRY
MADE? CAN IT BE MADE BEFORE EFFECTIVENESS OF THE REGISTRATION STATEMENT? IF
SO, PLEASE DO SO AND DELETE THE CONDITION IN THE LEGALITY OPINION.
Maples and Calder can only update the register of members to show the
Ordinary Shares have been issued on December 26, 2006 (the Closing Date).
This is because the commercially agreed terms of this transaction are that
the Ordinary Shares are being issued as fully-paid and non-assessable,
which means that the subscribers for the Ordinary Shares are only entitled
to those shares if the Company has first been paid the issue price for the
Ordinary Shares in full.
Cayman Islands law requires the Company to maintain a register of members
containing (amongst other things) the names and addresses of each
shareholder and the date on which the name of any person was entered on (or
removed from) such register. Cayman Islands law also permits a person whose
name is, without sufficient cause, entered in or omitted from such
register, to apply to a Cayman Islands court to apply for that register to
be rectified. The Cayman Islands court has power, if satisfied of the
justice of the particular case, to compel the Company to pay all of the
costs of and any damages to, a party who has suffered loss as a result of
any improper entry or omission of entry in a company's register of members.
A subscriber for shares is only entitled to have his/her name entered on a
register of members if he/she has performed his/her side of the bargain and
done all things agreed
December 18, 2006
Page 3
with a company in respect of a share issue. On this particular transaction,
that means payment in full in advance on the date that has been agreed as
the date of Closing - i.e., December 26, 2006.
A Cayman Islands company may issue shares as partly-paid or as nil-paid, in
which case the person who subscribed for such shares on such terms is
entitled to have his/her name entered on the register as the legal owner of
such shares; in such circumstances however, the registered holder of the
shares remains liable to the Company to pay to the Company from time to
time, amounts that remain unpaid in respect of such shares.
It has not been agreed in this transaction that the Ordinary Shares are to
be issued as partly-paid or as nil-paid however, and so it would not be
permissible to enter a person's name on the Company's register of members
as the owner of shares if payment for the Ordinary Shares had only been
made in part.
On December 26, 2006, when the Company confirms that it has received
payment in full for the Ordinary Shares, Maples and Calder will be
authorized by the Company to update the Company' register of members to
show that these Ordinary Shares have been issued.
* * * *
If you have any questions regarding this submission, you may reach me by
telephone at my office in Beijing, China at (8610) 5922-8002 or on my cell phone
at (86) 1391-012-7951.
Sincerely yours,
/s/ Alan Seem
Annex A - Revised pages from Amendment No. 1 to the Registration Statement
cc: Yonghua Lu -- Chairman and Chief Executive Officer
Hanfei Wang -- Chief Operating Officer
Kevin C. Wei -- Chief Financial Officer
Min Cao -- Vice President
Solarfun Power Holdings Co., Ltd.
William Y. Chua
Sullivan & Cromwell LLP