China
Ritar Power Corp.
Room 405,
Tower C, Huahan Building
16
Langshan Road, North High-Tech Industrial Park
Nanshan
District, Shenzhen, China 518057
July 8, 2010
Cecilia
Blye, Chief
Office of
Global Security Risk
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street NE
Washington,
DC 20549
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Re:
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China
Ritar Power Corp.
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Form
10-K for the fiscal year ended December 31, 2009
Filed
March 31, 2010
File
No. 000-51908
Dear Ms.
Blye:
This
letter responds to certain comments of the Staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) contained in the letter from the
Staff to China Ritar Power Corp. (the “Company”) dated June 22,
2010.
For your
convenience, we have included each of the Staff’s comments in italics before
each of the Company’s responses. References in this letter to “we,”
“our” or “us” mean the Company or its advisors.
General
Staff Comment 1. We note from your 2007
Form 10-K that you have sold products to Syria, a country identified by the
State Department as a state sponsor of terrorism and subject to U.S. economic
sanctions and export controls. We note that your current Form 10-K
does not include disclosure regarding contacts in Syria. Please
describe to us the nature and extent of your past, current, and anticipated
contacts with Syria, whether through subsidiaries, resellers, distributors or
other direct or indirect arrangements. Your response should describe
any services or products you have provided into Syria and any agreements,
commercial arrangement, or other contacts you have had with the government of
Syria or entities controlled by the Syrian government.
Response: The Company provided batteries for
emergency lighting to Power Technology Center in an one time sale in the amount
of $2,782.25 in August of 2007. Other than this one time sale in 2007, the
Company has not had any business contacts with Syria and does not plan to have
any further business relationship with Syria or any U.S.-designated state
sponsors of terrorism.
Staff Comment 2. Please discuss the materiality of
your contacts with Syria described in response to our prior comment and whether
those contacts constitute a material investment risk for your security
holders. You should address materiality in quantitative terms,
including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and any subsequent
period. Also, address materiality in terms of qualitative factors
that a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities upon a
company’s reputation and share value. As you may be aware, various
state and municipal governments, universities, and other investors have proposed
or adopted divestment or similar initiatives regarding investment in companies
that do business with U.S.-designated state sponsors of
terrorism. Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Syria.
Response: As noted in
the response to Staff Comment 1, the only business transaction the Company has
ever had in Syria was with Power Technology Company in 2007 in the amount of
$2,782.25. During 2007, the Company had total revenue of
$73,347,126. The one time sale with Power Technology Company only
accounted for 0.0038% of the Company’s total revenue for 2007 and is not
material quantitatively. Because this transaction was an immaterial
one time event, the Company does not believe it would have potential impact on
the Company.
In
addition, to ensure continued compliance with U.S. trade regulations and
restrictions, the Company is reviewing its internal systems for advance approval
of business opportunities and, if necessary, will make appropriate
changes.
The
Company acknowledges that:
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The
Company is responsible for the adequacy and accuracy of the disclosure in
the filings;
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Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filings; and
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The
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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We trust that you will find the
foregoing responsive to the comments of the Staff. Comments or
questions regarding this letter may be directed to the undersigned or Matthew
Chang, Company counsel, at (415) 955-8900.
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Sincerely,
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/s/ Jiada Hu
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Jiada
Hu
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Chief
Executive Officer
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Enclosures
cc: Matthew
Chang, Company Counsel