TCP INTERNATIONAL HOLDINGS LTD.
No. 139 Wangdong Rd (S), Songjiang
Shanghai, PRC 201601
November 30, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
|Attention:||Larry Spirgel, Assistant Director|
|Division of Corporation Finance|
|Re:||TCP International Holdings Ltd.|
|Application for Withdrawal of Registration Statement on Form F-1|
|Filed on March 26, 2012|
|File No. 333-180358|
Ladies and Gentlemen:
TCP International Holdings Ltd. (the Company) hereby respectfully requests, pursuant to Rule 477 of the Securities Act of 1933, as amended (the Securities Act), that the Registration Statement on Form F-1, together with all exhibits and amendments thereto (File No. 333-180358), as initially filed with the Securities and Exchange Commission (the Commission) on March 26, 2012 (the Registration Statement) be withdrawn effective immediately.
The Company is requesting withdrawal of the Registration Statement due to the Companys decision not to proceed with an offering of the subject securities at this time.
The Company confirms that the Registration Statement has not been declared effective, no securities have been or will be issued or sold pursuant to the Registration Statement or the prospectus contained therein and no preliminary prospectus contained in the Registration Statement has been distributed.
The Company further requests that, in accordance with Rule 457(p) of the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
We request that the Commission issue an order granting the withdrawal of the Registration Statement (the Order) effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to the undersigned at 325 Campus Drive, Aurora, Ohio 44202 or via email at email@example.com or via facsimile at (330) 995-1346, with a copy to the Companys outside counsel, Benesch, Friedlander, Coplan & Aronoff LLP, 200 Public Square, Suite 2300, Cleveland, OH 44114, attention: Douglas Haas, or via email at firstname.lastname@example.org or via facsimile at (216) 363-4588.
Should you have any questions regarding this request for withdrawal, please contact Douglas Haas by telephone at (216) 363-4602.
Very truly yours,
/s/ Valarie L. Campbell
Name: Valarie L. Campbell
Title: Chief Financial Officer