CORRESP 1 filename1.txt
--------------------------------- ---------------------------------- FAX STROBL & SHARP, P.C. 300 East Long Lake Road, Suite 200 Bloomfield Hills MI 48304-2376 Phone: 248-540-2300 Fax: 248-645-2690 TO: From: Pam Howell John Sharp, Esq. Division of Corporation Finance COMPANY: Date: United States March 26, 2008 Securities & Exchange Commission FAX NO: PAGES INCLUDING COVER: 202.772.9206 RE: SENDER'S FILE NO: Asia Automotive Acquisition 43147-001 Corporation
See attached cover letter and changed pages. The pages are marked for changes and the cover letter references the pages which refer to each comment. The changed pages are in numerical order as they appear in the Form S-4, not in the order they are referenced in the cover letter. ================================================================ JOHN SHARP Direct Dial No. (248) 205-2747 E-Mail: jsharp@stroblpc.com PAUL M. KAVANAUGH Direct Dial No. (248) 205-2711 E-Mail: pkavanaugh@stroblpc.com March 26, 2008 Securities and Exchange Commission Mail Stop 3561 Washington DC 20549 Attn: John Reynolds, Assistant Director Office of Emerging Growth Companies Division of Corporation Finance Re: Asia Automotive Acquisition Corporation SEC File No. 33-127755 Ladies and Gentlemen: On behalf of Asia Automotive Acquisition Corporation (the "Company"), we are providing to the SEC Staff this cover letter, which addresses each comment in the SEC Staff letter dated March 25, 2008. For ease of reference, we set out each SEC Staff comment below, and then follow each comment with the Company's response. ================================================================= General 1. We note the share repurchase. Please provide a more detailed explanation as to the reason for the share repurchase. Clarify when this repurchase will occur. Identify the parties from whom you may repurchase shares to the extent know. If you have entered into any agreements, please file as exhibits. Response 1. The Company has modified the disclosures on pages 24 and 51 to provide an explanation for the share repurchase, and also identify the date of repurchase and that at this time, the Company have neither entered into any Share Repurchase Agreements nor identified the parties from whom we may repurchase shares. 2. Please update the disclosure throughout the prospectus as of the most recent practicable date. For example and without limitation, update the executive compensation disclosure and the beneficial ownership table. Response 2. The Company has updated its disclosures to the most recent practicable date including, and Interests of AAAC Directors and Officers in the Equity Acquisition Proposal on pages 26 and 57. Executive Compensation on page 130, Certain Relationships and Related Transactions on page 133, Beneficial Ownership on pages 134-135, and Security Ownership of Officers and Directors of AAAC on page 136. ================================================================= Selected Historical Financial Data, page 30 3. We note your response to comment two of our letter dated March 18, 2008. Please reconcile each of the amounts disclosed as net loss per share for AAAC to the financial statements. Response 3. The Company has reconciled the net loss per share for AAAC with the financial statements. See p. 31. ================================================================= Unaudited Pro Forma Combined Financial Statements, page 109 Unaudited Pro Forma Condensed Combined Balance Sheet (Minimum Approval Assumption) 4. We note your response to comment six and the related revision to your filing. We continue to note computational errors in your pro forma entries for additional paid in capital. Please revise. Response 4. The Company has corrected the computational errors and revised the pro forma entries for additional paid in capital. See p.114 ================================================================== Hunan Tongxin Enterprise Co., Ltd. Financial Statements Report of Independent Auditors 5. We note your response to comment ten and the related revision to your filing. Please advise your independent accountant that if they dual date their audit report, they must identify the specific items for which the report is being dual dated. Accordingly, their audit report should specifically note the items for which they are taking responsibility as of a date subsequent to their initial report date. Alternatively, they may date their entire audit report as of a later date. Response 5. The auditor notes has dual dated its report to February 7, 2008. The changes only pertain to the reclassification of outbound freight from selling expense to cost of goods sold. See p. 351 of Prospectus and Proxy Statement, page FII-1. 6. In connection with the previous comment, please advise your independent accountant to revise their consent to refer to the date of their revised audit report. Response 6. The independent accountant had revised its consent letter to refer to the February 7, 2008 date of the revised audit report. See Ex. 23.2 (final page). ================================================================== Consolidated Statements of Operations 7. We note that you have made certain revisions to your consolidated statement of operations. However, it appears that there are a number of computational errors (e.g.- gross profit for the years ended December 31, 2004, 2005 and 2006, and pre-tax income and net income for the year ended December 31, 2004). Please revise. Response 7. The Company has corrected the computational errors and revised the Consolidated Statements of Operations. See p. 353 of Prospectus and Proxy Statement. 8. In connection with the previous comment, please revise any affected disclosures (e.g. selected historical financial data, management's discussion and analysis, etc.) in your filing to be consistent with the changes to your consolidated statements of operations. Response 8. The Company has reconciled the affected disclosures with the historical financial data on page 31 and the MD&A on pages 90-96. =================================================================== Exhibits 9. As previously requested, the warrants are contractual obligations and therefore counsel must opine that the warrants are a legal binding obligation of the company under the state or jurisdiction contract law governing the warrant agreement. Please revise accordingly. Response 9. Counsel has revised its opinion letter as follows: Upon the Merger becoming effective pursuant to the laws of the British Virgin Islands, the obligations of AAAC in respect of the Warrants, the Units and the AAAC Purchase Option Unit will be binding on the Company on the same terms thereof (save that the securities issuable thereunder shall be securities of the Company). Upon the Merger becoming effective, the Warrants will continue to be governed by the laws of the State of New York being the governing law of the AAAC Warrant Agreement and the AAAC Warrant Agreement will constitute the legal binding obligations of the Company. Please call me directly at (248) 205-2747 with any questions or comments. Sincerely, /s/ John Sharp John Sharp cc: Damon Cobert Pamela Howell Ethan Horowitz Bill Herren Rudy Wilson