[Dehaier Medical Systems Limited March 25, 2010 VIA EDGAR Daniel Morris, Esq. Special Counsel Division of Corporation Finance Mail Stop 3030 100 F Street, N.E. Re: Dehaier Medical Systems Limited Dear Mr. Morris: Please confirm the date and time of effectiveness of the registration statement to Anthony W. Basch at Kaufman & Canoles, our counsel, who can]
[Dehaier Medical Systems Limited March 24, 2010 By EDGAR and U.S. Mail Daniel Morris, Esq. Special Counsel Division of Corporation Finance Mail Stop 3030 100 F Street, N.E. Re: Dehaier Medical Systems Limited Registration on Form S-1 (File No: 333-163041) Dear Mr. Morris: Sincerely, Zheng (Rita) Liu Chief Financial Officer (Principal Financial and Accounting Officer) CORRESP 1 filename1.htm]
[Dehaier Medical Systems Limited March 24, 2010 By EDGAR and U.S. Mail Daniel Morris, Esq. Special Counsel Division of Corporation Finance Mail Stop 3030 100 F Street, N.E. Re: Dehaier Medical Systems Limited Registration on Form S-1 (File No: 333-163041) Dear Mr. Morris: Sincerely, Zheng (Rita) Liu Chief Financial Officer (Principal Financial and Accounting Officer) CORRESP 1 filename1.htm]
[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $150 $0.01 (3) $1,687,500 $94.81 Total $15,187,650 $848.52 (4) (1) (2) (3) (4) Previously paid. SUBJECT TO COMPLETION, DATED MARCH 22,] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: Yours sincerely, Beijing Kang Da Law Firm] [Based on the repayment Loan contract signed between Industrial and Commercial Bank of China Limited and Beijing Dehaier Technology Company Limited dated on November 17, 2009, the principal of the loan is RMB10,000,000, with repayments due on January 20, March 20 and May 20, 2010 for RMB1,000,000, RMB4,000,000 and RMB5,000,000, respectively. Beijing Dehaier Technology Company had refund RMB1,000,000 on January] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 22, 2010 relating to the 2008 and 2007 consolidated financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption Experts in the Prospectus. New York,] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act Shares We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under the laws of] [Daniel Morris, Esq. March 22, 2010 Page 2 Dehaier has revised footnote 5 to read as follows: Milestone Capital Management Limited, the sole shareholder of De-haier Investment Holdings Ltd., has discretionary authority to vote and dispose of the 527,693 shares held by De-haier Investment Holdings Ltd. Ms. Yunli Lou and Mr. Liping Qiu in their capacities as managers of Milestone]
[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $150 $0.01 (3) $1,687,500 $94.81 Total $15,187,650 $848.52 (4) (1) (2) (3) (4) Previously paid. SUBJECT TO COMPLETION, DATED March 12,] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com _______________, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems Limited] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems Limited Dear Sir:] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: Yours sincerely, Beijing Kang Da Law Firm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 12, 2010 relating to the 2008 and 2007 consolidated financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption Experts in the Prospectus. New York,] [Daniel Morris, Esq. March 12, 2010 Page 2 Dehaier has also revised its disclosure at page 84 to disclose that Yunli Lou and Liping Qiu, who share power to direct the voting and disposition of the shares held by De-haier Investment Holdings Ltd, currently serve on the board of directors of BDL as representatives of Dehaier Investment Holdings Ltd and]
[¨ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Amount of Common Shares (2) $13,500,000 $753.30 (3) $150 $0.01 (3) $1,687,500 $94.81 Total $15,187,650 $848.52 (4) (1) (2) (3) (4) Previously paid. SUBJECT TO COMPLETION, DATED March 3,] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com _______________, 2010 Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems Limited] [Kaufman & Canoles, P.C. Three James Center, 12th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District Beijing 100089 Peoples Republic of China Re: Dehaier Medical Systems Limited Dear Sir:] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Kaufman & Canoles, P.C. Three James Center, 12 th Floor 1051 East Cary Street Richmond, VA 23219 Mailing Address Post Office Box 27828 Richmond, VA 23261 T (804) 771.5700 F (804) 771.5777 kaufCAN.com Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Ladies and Gentlemen: Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:] [Approval to Change the date of Repayment of Loan Contract No. 0023, Year 2009 Based on the Loan contract signed between Industrial and Commercial Bank of China Limited and Beijing Dehaier Technology Company Limited dated on May 5 2009, the principal of the loan is RMB 10,000,000, with repayments due on November 20, 2009, March 20, 2010 and May 20,] [Loss Absorption Agreement This Loss Absorption Agreement (hereinafter referred to as this Agreement) is entered into among the following parties in Beijing as of March 3, 2010: Party A: Beijing Dehaier Medical Technology Company Limited Party B: Beijing Dehaier Technology Company Limited Party C: Ping Chen Party D: Bao Xian Party E: Weibing Yang Party F: Jian Sun Party G:] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 3, 2010 relating to the 2008 and 2007 consolidated financial statements of Dehaier Medical Systems Limited and Affiliate and to the reference to our Firm under the caption Experts in the Prospectus. New York,] [Dehaier Medical Systems Limited. 1223 Epoch Center No. 31 Zi Zhu Yuan Road Haidian District, Beijing 100089 Peoples Republic of China Dear Sirs, PRC We are qualified lawyers of the Peoples Republic of China (the Company Registration Statement SEC Securities Act Shares We have acted as PRC counsel for Dehaier Medical Systems Limited, a company incorporated under the laws of] [Daniel Morris, Esq. March 3, 2010 Page 2 Assembly, page 3 2.]
