ALN [American Lorain] S-3/A: (Original Filing)

[Registration No. 333-205927 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN LORAIN CORPORATION Nevada 2068 87-0430320 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Beihuan Road (+86) 539-7317959 Mr. Si Chen Copies to: Thomas Wardell, Esq. Dentons US, LLP 303 Peachtree Street, NE, Suite 5300 Approximate] [Thomas Wardell Thomas.wardell@dentons.com Salans FMC SNR Denton D 404.527.4990 McKenna Long dentons.com Dentons US LLP 303 Peachtree Street, NE Suite 5300, Atlanta, GA 30308 August 6, 2015 Board of Directors Re: Primary Registration Statement on Form S-3 Gentlemen: Company Registration Statement Commission Act Common Stock We have acted as counsel to American Lorain Corporation, a Nevada corporation (the “ American] []

ALN [American Lorain] S-3/A: Registration No. 333-205927 Amendment No. 1 REGISTRATION STATEMENT

[Registration No. 333-205927 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN LORAIN CORPORATION Nevada 2068 87-0430320 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Beihuan Road (+86) 539-7317959 Mr. Si Chen Copies to: Thomas Wardell, Esq. Dentons US, LLP 303 Peachtree Street, NE, Suite 5300 Approximate] [Thomas Wardell Thomas.wardell@dentons.com Salans FMC SNR Denton D 404.527.4990 McKenna Long dentons.com Dentons US LLP 303 Peachtree Street, NE Suite 5300, Atlanta, GA 30308 August 6, 2015 Board of Directors Re: Primary Registration Statement on Form S-3 Gentlemen: Company Registration Statement Commission Act Common Stock We have acted as counsel to American Lorain Corporation, a Nevada corporation (the “ American] []

CAAS [CHINA AUTOMOTIVE SYSTEMS] S-3/A: (Original Filing)

[] [CHINA AUTOMOTIVE SYSTEMS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ — ], 20[ — ] Senior Debt Securities Table of Contents (1) Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions of Terms 5 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 8 Section 2.01 Designation and Terms of Securities 8 Section 2.02 Form of] [CHINA AUTOMOTIVE SYSTEMS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ — ], 20[ — ] Subordinated Debt Securities Table of Contents (1) Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions of Terms 5 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 8 Section 2.02 Form of] [May 22, 2015 China Automotive Systems, Inc. Re: China Automotive Systems, Inc. Registration Statement on Form S-3 for Primary Sale of Shares of Common Stock by the Company and Resale of Shares of Common Stock by the Selling Shareholders with an aggregate public offering price of up to US$200,000,000 Ladies and Gentlemen: Company Registration Statement Act Commission We have acted] [China Automotive Systems, Inc. Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) Three Fiscal Year Ended December 31, 2015 2014 2013 2012 2011 2010 Earnings: Income before income taxes and equity in earnings of affiliated companies $ 9,736 $ 46,081 $ 38,241 $ 30,069 $ 52,099 $ 71,416 Add (deduct): Fixed charges 637 2,549 2,298 3,464 5,393] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-3 of our report dated March 26, 2015, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in China Automotive Systems, Inc.’s Annual Report on Form]

CAAS [CHINA AUTOMOTIVE SYSTEMS] S-3/A:

[] [CHINA AUTOMOTIVE SYSTEMS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ — ], 20[ — ] Senior Debt Securities Table of Contents (1) Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions of Terms 5 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 8 Section 2.01 Designation and Terms of Securities 8 Section 2.02 Form of] [CHINA AUTOMOTIVE SYSTEMS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [ — ], 20[ — ] Subordinated Debt Securities Table of Contents (1) Page ARTICLE 1 DEFINITIONS 5 Section 1.01 Definitions of Terms 5 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 8 Section 2.02 Form of] [May 22, 2015 China Automotive Systems, Inc. Re: China Automotive Systems, Inc. Registration Statement on Form S-3 for Primary Sale of Shares of Common Stock by the Company and Resale of Shares of Common Stock by the Selling Shareholders with an aggregate public offering price of up to US$200,000,000 Ladies and Gentlemen: Company Registration Statement Act Commission We have acted] [China Automotive Systems, Inc. Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) Three Fiscal Year Ended December 31, 2015 2014 2013 2012 2011 2010 Earnings: Income before income taxes and equity in earnings of affiliated companies $ 9,736 $ 46,081 $ 38,241 $ 30,069 $ 52,099 $ 71,416 Add (deduct): Fixed charges 637 2,549 2,298 3,464 5,393] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Amendment No. 1 to the Registration Statement on Form S-3 of our report dated March 26, 2015, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in China Automotive Systems, Inc.’s Annual Report on Form]

KNDI [Kandi Technologies] S-3/A: (Original Filing)

[Registration No. 333-196938 ___________________________ Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KANDI TECHNOLOGIES GROUP, INC. Delaware 90-0363723 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number) Organization) Jinhua City Industrial Zone Jinhua, Zhejiang Province People’s Republic of China Post Code 321016 (86 - 579) 82239856 Hu Xiaoming, Chief Executive Officer Kandi] [INDENTURE Dated as of ____________, 20__ Between Kandi Technologies Group, Inc. And [__________________________], ___________________ ____________________ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 3 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 3 SECTION 1.04 Rules of Construction 3 ARTICLE II THE SECURITIES 4 SECTION 2.01 Unlimited] [July 21, 2014 Board of Directors Ladies and Gentlemen: Kandi Technologies Group, Inc. Based upon our examinations mentioned above, subject to the assumptions stated and relying on statements of fact contained in the documents we have examined, we are of the opinion that: Kandi Technologies Group, Inc. Kandi Technologies Group, Inc. Kandi Technologies Group, Inc. The foregoing opinions are subject] [ALBERT WONG & CO. ALBERT WONG B.Soc., Sc., ACA., LL.B., C.P.A.(Practising) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors We also consent to the reference to our firm under the caption “Experts”. Albert Wong & Co.]

KNDI [Kandi Technologies] S-3/A: Registration No. 333-196938 ___________________________ Amendment No. 1 to

[Registration No. 333-196938 ___________________________ Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KANDI TECHNOLOGIES GROUP, INC. Delaware 90-0363723 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number) Organization) Jinhua City Industrial Zone Jinhua, Zhejiang Province People’s Republic of China Post Code 321016 (86 - 579) 82239856 Hu Xiaoming, Chief Executive Officer Kandi] [INDENTURE Dated as of ____________, 20__ Between Kandi Technologies Group, Inc. And [__________________________], ___________________ ____________________ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 3 SECTION 1.03 Incorporation by Reference of Trust Indenture Act 3 SECTION 1.04 Rules of Construction 3 ARTICLE II THE SECURITIES 4 SECTION 2.01 Unlimited] [July 21, 2014 Board of Directors Ladies and Gentlemen: Kandi Technologies Group, Inc. Based upon our examinations mentioned above, subject to the assumptions stated and relying on statements of fact contained in the documents we have examined, we are of the opinion that: Kandi Technologies Group, Inc. Kandi Technologies Group, Inc. Kandi Technologies Group, Inc. The foregoing opinions are subject] [ALBERT WONG & CO. ALBERT WONG B.Soc., Sc., ACA., LL.B., C.P.A.(Practising) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors We also consent to the reference to our firm under the caption “Experts”. Albert Wong & Co.]

ONP [Orient Paper] S-3/A: AMENDMENT NO. 1 FORM S-3 REGISTRATION STATEMENT UNDER

[AMENDMENT NO. 1 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORIENT PAPER, INC. Nevada (State or other jurisdiction of incorporation or organization) 20-4158835 (I.R.S. Employer Identification Number) Science Park, Juli Road CSC Services of Nevada, Inc. 1-800-927-9801 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Jack I. Kantrowitz] [June 18, 2014 Orient Paper, Inc. Science Park, Juli Road Ladies and Gentlemen: Company Registration Statement Commission Act Shares Common Stock Debt Securities Indenture Units Securities Unit Agreement We have acted as special Nevada counsel to Orient Paper, Inc., a Nevada corporation (the “ In our capacity as such counsel, we are familiar with the proceedings taken and proposed to] [June 18, 2014 Orient Paper, Inc. Science Park, Juli Road, Xushui County, Baoding City Hebei Province, The People’s Republic of China 072550 Ladies and Gentlemen: Based upon the foregoing, and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that: Very truly yours, DLA Piper LLP (US)] [Consent of Independent Registered Public Accounting Firm Orient Paper, Inc. We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-3/A of our reports dated March 25, 2014, relating to the consolidated financial statements of Orient Paper, Inc. appearing in the Company’s Annual Report on Form 10-K for the year]

ONP [Orient Paper] S-3/A: (Original Filing)

[AMENDMENT NO. 1 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORIENT PAPER, INC. Nevada (State or other jurisdiction of incorporation or organization) 20-4158835 (I.R.S. Employer Identification Number) Science Park, Juli Road CSC Services of Nevada, Inc. 1-800-927-9801 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Jack I. Kantrowitz] [June 18, 2014 Orient Paper, Inc. Science Park, Juli Road Ladies and Gentlemen: Company Registration Statement Commission Act Shares Common Stock Debt Securities Indenture Units Securities Unit Agreement We have acted as special Nevada counsel to Orient Paper, Inc., a Nevada corporation (the “ In our capacity as such counsel, we are familiar with the proceedings taken and proposed to] [June 18, 2014 Orient Paper, Inc. Science Park, Juli Road, Xushui County, Baoding City Hebei Province, The People’s Republic of China 072550 Ladies and Gentlemen: Based upon the foregoing, and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that: Very truly yours, DLA Piper LLP (US)] [Consent of Independent Registered Public Accounting Firm Orient Paper, Inc. We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-3/A of our reports dated March 25, 2014, relating to the consolidated financial statements of Orient Paper, Inc. appearing in the Company’s Annual Report on Form 10-K for the year]

CREG [CHINA RECYCLING ENERGY] S-3/A: (Original Filing)

[] [Albany Atlanta Brussels Denver Los Angeles Miami New York Thomas Wardell (404) 527-4990 mckennalong.com Northern Virginia Orange County Rancho Santa Fe San Diego San Francisco Seoul email address twardell@mckennalong.com June 13, 2014 Board of Directors China Recycling Energy Corporation 12/F, Tower A Chang An International Building No. 88 Nan Guan Zheng Jie Xi’an City, Shaanxi Province, China Re: Resale Registration] [[Auditor's Letter Head] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-194470) of China Recycling Energy Corporation of our report dated March 20, 2014 relating to the financial statements which appear in the 2013 Annual Report on Form 10-K. We]

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CREG [CHINA RECYCLING ENERGY] S-3/A:

[] [Albany Atlanta Brussels Denver Los Angeles Miami New York Thomas Wardell (404) 527-4990 mckennalong.com Northern Virginia Orange County Rancho Santa Fe San Diego San Francisco Seoul email address twardell@mckennalong.com June 13, 2014 Board of Directors China Recycling Energy Corporation 12/F, Tower A Chang An International Building No. 88 Nan Guan Zheng Jie Xi’an City, Shaanxi Province, China Re: Resale Registration] [[Auditor's Letter Head] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-194470) of China Recycling Energy Corporation of our report dated March 20, 2014 relating to the financial statements which appear in the 2013 Annual Report on Form 10-K. We]

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