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United States securities and exchange commission logo
August 9, 2022
Ke Chen
Chief Financial Officer
ReneSola Ltd
3rd Floor, 850 Canal St.
Stamford, CT 06902
Re: ReneSola Ltd
Form 20-F for the
Year Ended December 31, 2021
Filed April 29,
2022
File No. 001-33911
Dear Mr. Chen:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2021
Part I, page 2
1. At the onset of Part I,
please revise to disclose prominently the following:
whether your
auditor is subject to the determinations announced by the PCAOB on
December 16, 2021;
whether and how the
Holding Foreign Companies Accountable Act, the Accelerating
Holding Foreign
Companies Accountable Act, and related regulations will affect your
company, including
the time frame change in PCAOB inspections for two
consecutive years
instead of three years;
whether you have
been or expect to be identified by the Commission under the
HFCAA; and
a cross-reference
to your more detailed disclosure in your risk factors, including the
heading of the risk
factor.
Ke Chen
FirstName LastNameKe Chen
ReneSola Ltd
Comapany
August NameReneSola Ltd
9, 2022
August
Page 2 9, 2022 Page 2
FirstName LastName
2. At the onset of Part I, please disclose prominently that you are not a
Chinese operating
company but a British Virgin Islands holding company with operations
conducted by your
subsidiaries based in China. Provide a cross-reference to your
detailed discussion of risks
facing the company.
3. At the onset of Part I, provide prominent disclosure about the legal
and operational risks
associated with being based in or having the majority of the company
s operations in
China. Your disclosure should make clear whether these risks could
result in a material
change in your operations or could significantly limit or completely
hinder your ability to
offer or continue to offer securities to investors and cause the value
of such securities to
significantly decline or be worthless. Your disclosure should address
how recent
statements and regulatory actions by China s government, such as
those related to the use
of variable interest entities and data security or anti-monopoly
concerns, have or may
impact the company s ability to conduct its business, accept foreign
investments, or list on
a U.S. or other foreign exchange. Please disclose whether your auditor
is subject to the
determinations announced by the PCAOB on December 16, 2021 and whether
and how
the Holding Foreign Companies Accountable Act and related regulations
will affect your
company.
4. At the onset of Part I, clearly disclose how you will refer to the
holding company and
subsidiaries when providing the disclosure throughout the document so
that it is clear to
investors which entity the disclosure is referencing and which
subsidiaries or entities are
conducting the business operations. For example, disclose, if true,
that your subsidiaries
conduct operations in China and the holding company does not conduct
operations.
Disclose clearly the entity (including the domicile) in which
investors are purchasing an
interest.
Item 3. Key Information, page 2
5. At the onset of Item 3, please enhance your disclosure to further
disclose the risks that
your corporate structure and being based in or having the majority of
the company s
operations in China poses to investors. In particular, describe the
significant regulatory,
liquidity, and enforcement risks with cross-references to the more
detailed discussion of
these risks in the prospectus. For example, specifically discuss risks
arising from the legal
system in China, including risks and uncertainties regarding the
enforcement of laws and
that rules and regulations in China can change quickly with little
advance notice; and the
risk that the Chinese government may intervene or influence your
operations at any time,
or may exert more control over offerings conducted overseas and/or
foreign investment in
China-based issuers, which could result in a material change in your
operations.
6. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer the
securities being
registered to foreign investors. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency, and state
Ke Chen
ReneSola Ltd
August 9, 2022
Page 3
affirmatively whether you have received all requisite permissions or
approvals and
whether any permissions or approvals have been denied. Please also
describe the
consequences to you and your investors if you or your subsidiaries:
(i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
or approvals are not required, or (iii) applicable laws, regulations,
or interpretations
change and you are required to obtain such permissions or approvals in
the future.
7. At the onset of Item 3, provide a clear description of how cash is
transferred through your
organization. Quantify any cash flows and transfers of other assets by
type that have
occurred between the holding company and its subsidiaries and
direction of transfer.
Quantify any dividends or distributions that a subsidiary has made to
the holding
company and which entity made such transfer, and their tax
consequences. Similarly
quantify dividends or distributions made to U.S. investors, the
source, and their tax
consequences. Your disclosure should make clear if no transfers,
dividends, or
distributions have been made to date. Describe any restrictions on
foreign exchange and
your ability to transfer cash between entities, across borders, and to
U.S. investors.
Describe any restrictions and limitations on your ability to
distribute earnings from the
company, including your subsidiaries, to the parent company and U.S.
investors.
Item 3.D. Risk Factors, page 2
8. Revise your risk factors to acknowledge that if these regulations
change or are interpreted
differently in the future, the securities you have registered may
decline in value or become
worthless if the determinations, changes, or interpretations result in
your inability to assert
contractual control over the assets of your PRC subsidiaries.
9. We note your disclosure about the Holding Foreign Companies
Accountable Act on page
30. Please expand your risk factors to disclose whether you have been
or expect to be
identified by the Commission under the HFCAA and what impact this may
have on your
ability to continue to offer your securities.
10. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please revise your disclosure on page 33 to explain how this
oversight impacts
your business and to what extent you believe that you are compliant
with the regulations
or policies that have been issued by the CAC to date.
11. We note your risk factor disclosures on page 43 regarding the difficulty
of bringing
actions and enforcing judgements against your officers and directors due
to the fact that
FirstName LastNameKe Chen
some are located in China. Please also include a separate Enforceability
section in your
Comapany NameReneSola
annual Ltd
report that discusses the difficulty of bringing actions and
enforcing judgements
against your
August 9, 2022 Page 3officers and directors located in China.
FirstName LastName
Ke Chen
FirstName LastNameKe Chen
ReneSola Ltd
Comapany
August NameReneSola Ltd
9, 2022
August
Page 4 9, 2022 Page 4
FirstName LastName
Item 5. Operating and Financial Review and Prospects
Non-GAAP Financial Measures, page 89
12. In regard to your presentation of non-GAAP financial measures, please
address the
following:
We note the adjustment related to allowances for credit losses. It
appears to us that
allowances for credit losses are normal operating expenses
related to your business
and should not be eliminated from a non-GAAP performance measure.
Refer to
Question 100.01 of the SEC's Non-GAAP Financial Measures
Compliance and
Disclosure Interpretations; and
Regarding the adjustments for cancellation of project assets and
loss/(gain) on OCI
settlement, more fully disclose and discuss the specific nature
of these costs and
explain why eliminating them from non-GAAP performance measures
is appropriate
pursuant to Question 100.01 of the SEC's Non-GAAP Financial
Measures
Compliance and Disclosure Interpretations.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jeffrey Gordon at 202-551-3866 or Kevin Stertzel at
202-551-
3723 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing