CHLN [China Housing & Land Development] S-3/A: (Original Filing)

[o þ o o o o o] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-3 of our report dated March 12, 2010 on our audits of the consolidated balance sheets of China Housing & Land Development, Inc. and Subsidiaries as at December 31, 2009 and 2008 and the related consolidated statements of income and]

THTI [THT Heat Transfer Technology] S-3/A: (Original Filing)

[Registration No. 333-171313 ––––––––––––––– AMENDMENT NO. 1 TO FORM S-3 –––––––––––––––– THT HEAT TRANSFER TECHNOLOGY, INC. NEVADA 20-5463509 THT Industrial Park Guohong Zhao With copies to: Approximate date of commencement of proposed sale to the public: –––––––––––––––– Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] CALCULATION OF REGISTRATION FEE Title of] [January 7, 2011 THT Heat Transfer Technology, Inc. Re: Registration Statement on Form S-3 Ladies and Gentlemen: In arriving at the opinions expressed below, we have examined and relied on the following documents: (a) the Articles of Incorporation of the Company; (b) the Bylaws of the Company; (c) the consents of the Board of Directors of the Company provided to] [January 10, 2011 Private and Confidential The Board of Directors Dear Sirs Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement on Amendment No. 1 to Form S-3 of our auditor's report dated March 29, 2010 relating to the consolidated financial statements of THT Heat Transfer Technology, Inc. (the "Company") as of] [THT Heat Transfer Technology, Inc. January 10, 2011 By EDGAR Transmission and by Hand Delivery Re: THT Heat Transfer Technology, Inc. Form S-3 Filed December 21, 2010 File No. 333-171313 Dear Ms. Dickerson: THT Company Staff Commission On behalf of THT Heat Transfer Technology, Inc. (“ For the convenience of the Staff, each of the Staff’s comments is included and]

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THTI [THT Heat Transfer Technology] S-3/A: Registration No. 333-171313 ––––––––––––––– AMENDMENT NO. 1 TO

[Registration No. 333-171313 ––––––––––––––– AMENDMENT NO. 1 TO FORM S-3 –––––––––––––––– THT HEAT TRANSFER TECHNOLOGY, INC. NEVADA 20-5463509 THT Industrial Park Guohong Zhao With copies to: Approximate date of commencement of proposed sale to the public: –––––––––––––––– Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] CALCULATION OF REGISTRATION FEE Title of] [January 7, 2011 THT Heat Transfer Technology, Inc. Re: Registration Statement on Form S-3 Ladies and Gentlemen: In arriving at the opinions expressed below, we have examined and relied on the following documents: (a) the Articles of Incorporation of the Company; (b) the Bylaws of the Company; (c) the consents of the Board of Directors of the Company provided to] [January 10, 2011 Private and Confidential The Board of Directors Dear Sirs Consent of Independent Registered Public Accounting Firm We hereby consent to the use in this Registration Statement on Amendment No. 1 to Form S-3 of our auditor's report dated March 29, 2010 relating to the consolidated financial statements of THT Heat Transfer Technology, Inc. (the "Company") as of] [THT Heat Transfer Technology, Inc. January 10, 2011 By EDGAR Transmission and by Hand Delivery Re: THT Heat Transfer Technology, Inc. Form S-3 Filed December 21, 2010 File No. 333-171313 Dear Ms. Dickerson: THT Company Staff Commission On behalf of THT Heat Transfer Technology, Inc. (“ For the convenience of the Staff, each of the Staff’s comments is included and]

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CGA [China Green Agriculture] S-3/A: (Original Filing)

[Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 China Green Agriculture, Inc. Nevada 36-3526027 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 3rd Floor, Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province People’s Republic of China 710065 011 86-29-88266368 United Corporate Services, Inc. 202 South Minnesota] [December 30, 2010 China Green Agriculture, Inc. rd 3 No. 181 South Taibai Road Xi’an, Shaanxi Province People’s Republic of China 710065 Ladies and Gentlemen: 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: 1. 1 2. 3. 4.] [STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Three Months ended September 30, Years Ended June 30, 2010* 2009 2010 2009 2008 Earnings: Income (loss) before income taxes and noncontrolling interests $ 9,501,528 $ 6,178,031 $ 25,084,274 $ 16,795,970] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of China Green Agriculture In. on Form S-3/A of our report dated September 03, 2010 on the consolidated balance sheets of China Green Agriculture. and its subsidiaries as of June 30, 2010 and 2009 and the consolidated statements of shareholders’ equity, operations, and cash]

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CGA [China Green Agriculture] S-3/A: Amendment No. 1 to Form S-3 REGISTRATION STATEMENT

[Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 China Green Agriculture, Inc. Nevada 36-3526027 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 3rd Floor, Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province People’s Republic of China 710065 011 86-29-88266368 United Corporate Services, Inc. 202 South Minnesota] [December 30, 2010 China Green Agriculture, Inc. rd 3 No. 181 South Taibai Road Xi’an, Shaanxi Province People’s Republic of China 710065 Ladies and Gentlemen: 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: 1. 1 2. 3. 4.] [STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Three Months ended September 30, Years Ended June 30, 2010* 2009 2010 2009 2008 Earnings: Income (loss) before income taxes and noncontrolling interests $ 9,501,528 $ 6,178,031 $ 25,084,274 $ 16,795,970] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement of China Green Agriculture In. on Form S-3/A of our report dated September 03, 2010 on the consolidated balance sheets of China Green Agriculture. and its subsidiaries as of June 30, 2010 and 2009 and the consolidated statements of shareholders’ equity, operations, and cash]

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CHLN [China Housing & Land Development] S-3/A: (Original Filing)

[¨ þ ¨ ¨ ¨ ¨ ¨] [Dennis Brovarone ATTORNEY AND COUNSELOR AT LAW 18 Mountain Laurel Drive Littleton, CO 80127 Phone 303 466 4092 / Fax 303 466 4826 December 10, 2010 China Housing & Land Development, Inc. 6 Youyi Dong Lu, Han Yuan 4 Lou Xi'An, Shaanxi Province China 710054 Ladies and Gentlemen: Sincerely, Dennis Brovarone Attorney at Law EX-5.1 2 v204916_ex5-1.htm] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-3 of our report dated March 12, 2010 on our audits of the consolidated balance sheets of China Housing & Land Development, Inc. and Subsidiaries as at December 31, 2009 and 2008 and the related consolidated statements of income and]

CHLN [China Housing & Land Development] S-3/A: ¨ þ ¨ ¨ ¨ ¨ ¨

[¨ þ ¨ ¨ ¨ ¨ ¨] [Dennis Brovarone ATTORNEY AND COUNSELOR AT LAW 18 Mountain Laurel Drive Littleton, CO 80127 Phone 303 466 4092 / Fax 303 466 4826 December 10, 2010 China Housing & Land Development, Inc. 6 Youyi Dong Lu, Han Yuan 4 Lou Xi'An, Shaanxi Province China 710054 Ladies and Gentlemen: Sincerely, Dennis Brovarone Attorney at Law EX-5.1 2 v204916_ex5-1.htm] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-3 of our report dated March 12, 2010 on our audits of the consolidated balance sheets of China Housing & Land Development, Inc. and Subsidiaries as at December 31, 2009 and 2008 and the related consolidated statements of income and]

ALN [American Lorain] S-3/A: Registration No. 333-169815 Amendment No. 2 to FORM

[Registration No. 333-169815 Amendment No. 2 to FORM S-3 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 Junan County Shandong, China 276600 (+86) 539-7317959 United Corporate Services, Inc. 202 South Minnesota Street Carson City,] [Consent of Independent Registered Public Accounting Firm We hereby consent to your disclosure of our audit report dated March 11, 2010 on the consolidated financial statements as of and for the years ended December 31, 2009 and 2008, of American Lorain Corporation, in Amendment No. 2 to the Registration Statement on Form S-3. For the purpose of the aforesaid Form]

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

[Registration No. 333-169815 Amendment No. 1 to FORM S-3 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 Junan County Shandong, China 276600 (+86) 539-7317959 United Corporate Services, Inc. 202 South Minnesota Street Carson City,] [Consent of Independent Registered Public Accounting Firm We hereby consent to your disclosure of our audit report dated March 11, 2010 on the consolidated financial statements as of and for the years ended December 31, 2009 and 2008, of American Lorain Corporation, in Amendment No. 1 to the Registration Statement on Form S-3. For the purpose of the aforesaid Form] [American Lorain Corporation November 19, 2010 VIA EDGAR AND FEDERAL EXPRESS Mr. Sean Donahue Re: American Lorain Corporation Registration Statement on Form S-3 Filed October 7, 2010 File No. 333-169815 Dear Mr. Donahue: Registration Statement on Form S-3 General 1. Please be advised that comments on your Form 10-K must be resolved before the desired effective date of your registration]

ALN [American Lorain] S-3/A: Registration No. 333-169815 Amendment No. 1 to FORM

[Registration No. 333-169815 Amendment No. 1 to FORM S-3 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 Junan County Shandong, China 276600 (+86) 539-7317959 United Corporate Services, Inc. 202 South Minnesota Street Carson City,] [Consent of Independent Registered Public Accounting Firm We hereby consent to your disclosure of our audit report dated March 11, 2010 on the consolidated financial statements as of and for the years ended December 31, 2009 and 2008, of American Lorain Corporation, in Amendment No. 1 to the Registration Statement on Form S-3. For the purpose of the aforesaid Form] [American Lorain Corporation November 19, 2010 VIA EDGAR AND FEDERAL EXPRESS Mr. Sean Donahue Re: American Lorain Corporation Registration Statement on Form S-3 Filed October 7, 2010 File No. 333-169815 Dear Mr. Donahue: Registration Statement on Form S-3 General 1. Please be advised that comments on your Form 10-K must be resolved before the desired effective date of your registration]

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