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United States securities and exchange commission logo
July 26, 2023
Xiaohua Qu
Chief Executive Officer
Canadian Solar Inc.
545 Speedvale Avenue West
Guelph, Ontario , Canada N1K 1E6
Re: Canadian Solar Inc.
Annual Report on
Form 20-F for the Year Ended December 31, 2023
Filed April 18,
2023
File No. 001-33107
Dear Xiaohua Qu:
We have reviewed your filing 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, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 145
1. We note your statement
that you reviewed the Company s register of members and public
filings made by its
shareholders in connection with your required submission under
paragraph (a). Please
supplementally describe any additional materials that were reviewed
and tell us whether you
relied upon any legal opinions or third party certifications such as
affidavits as the basis
for your submission. In your response, please provide a similarly
detailed discussion of
the materials reviewed and legal opinions or third party
certifications relied
upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
Xiaohua Qu
Canadian Solar Inc.
July 26, 2023
Page 2
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and
(b)(5) are provided
solely for Canadian Solar, Inc. We also note that your list of
principal subsidiaries and
consolidated affiliated entities in Exhibit 8.1 appears to indicate that
you have
consolidated foreign operating entities in Hong Kong and countries
outside China. Please
note that Item 16I(b) requires that you provide disclosures for yourself
and your
consolidated foreign operating entities, including variable interest
entities or similar
structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your supplemental response.
With respect to (b)(3) and (b)(5), please provide the required
information for you and
all of your consolidated foreign operating entities in your
supplemental response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to our knowledge." Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of the
Chinese
Communist Party.
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.
Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or
Andrew Mew, Office
Chief, at (202) 551-3377 with any questions.
Sincerely,
FirstName LastNameXiaohua Qu
Division of
Corporation Finance
Comapany NameCanadian Solar Inc.
Disclosure Review
Program
July 26, 2023 Page 2
cc: David Zhang
FirstName LastName