SEC Comment Letter for Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683) (AEHL) — Nov 6, 2009
Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683)
Date: Nov. 6, 2009 · CIK: 0001470683 · Accession: 0000000000-09-063081
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-161557
Referenced dates: November 3, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 4631 November 6, 2009 Via U.S. mail and facsimile Mr. Paul K. Kelly Chief Executive Officer China Holdings Acquisition Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801
Re: China Ceramics Co., Ltd. Amendment No. 3 to Registrati on Statement on Form F-4 Filed November 5, 2009 File No. 333-161557
Dear Mr. Kelly: We have reviewed your filing and have the following comments. General
1. Please file the final executed versio ns of the legal and tax opinions. Summary, page 6
2. We note your response to comment 7 in our letter dated November 3, 2009. Please also update your disclosure rega rding the closing conditions in the Summary section on page 11. Disclose the date you expect to close the business combination transaction, and whether you expect that a definitive purchase agreement for the Gaoan production facility will be entered into prior to November 21, 2009. Please also provide a ppropriate risk factor disclosure relating to the Gaoan producti on facility closing condition.
Selected Unaudited Pro Forma Consolid ated Financial Information, page 21
3. We note your response to comment 13 in our letter dated November 3, 2009. In note (A) on pages 91 and 96, you indicate that upon their release from escrow, the shares will be recorded as an adjustment to China Ceramic’s basis in Hengda. Please clarify or revise here and elsewhere in the filing, accordingly.
Mr. Paul K. Kelly China Ceramics Co., Ltd. November 6, 2009 Page 2 Comparative Per Share Information, page 23
4. We note your response to comment 14 in our letter dated November 3, 2009. It is still not clear where you have presented equivalent pro forma per share amounts for Success Winner. It also appears that your historical per share information for Success Winner does not reflect the fact that Success Winner had only one share outstanding. Please address the following:
• The historical financial in formation provided in this table should be the same as the amounts included in the historical financial statements provided in the filing. Please revise the historical per share information to reflect the fact that Success Winner had only one share outstandi ng, which is consistent with this entity’s historical financial statements;
• Please clearly present the e quivalent pro forma per share amounts in the table, which should include the equivalent pro forma book value per share and equivalent pro forma income (loss) per share from continuing operations. As disclosed in note (11) on page 26, th ese equivalent pro forma per share amounts should be determined by multiplying the combined company pro forma earnings per share by the exchange ratio; and
• You present pro forma cash dividends per share amounts. Given that elsewhere in the filing, including on pa ge 23, you state that you do not intend to pay cash dividends, it is not clear why you have presented pro forma cash dividends per share amounts. Please advise or revise as necessary.
Please refer to Instruction 1 to Item 3(f) of Part I.A of the Form F-4.
Risk Factors, page 28
China Ceramics, Success Winner and Stand Best each may be classified . . ., page 41 5. We note your disclosure on pages 158 and 159 that non-PRC residents may be subject to 10% PRC income tax on dividends received from China Ceramics, as well as on any gain realized from the transf er of shares by such investors. Please revise the heading of this risk factor to disclose the possibility that investors may be responsible for paying PRC income taxe s, and penalties for failure to pay PRC income tax. Please also expand your risk factor disclosure here and in the Summary section on page 17 regarding the potential penalties for failure to pay applicable PRC income tax.
Mr. Paul K. Kelly China Ceramics Co., Ltd. November 6, 2009 Page 3 Exhibit 8.1 – Opinion of Loeb & Loeb LLP
6. We note your response to comment 39 in our letter dated November 3, 2009. Please have counsel delete th e last sentence in the first paragraph on page 2 of its tax opinion as inappropriate.
As appropriate, please amend your regist ration statement in response to these comments. You may contact Ernest Greene, Staff Accountant, at (202) 551-3733 or Nudrat Salik, Staff Account ant, at (202) 551-3692 if you have questions regarding comments on the financial statements and rela ted matters. Please contact Hagen Ganem, Staff Attorney, at (202) 551-3330 or Brigitte Lippmann, Special Counsel, at (202) 551- 3713 with any other questions. Sincerely, Pamela A. Long Assistant Director cc: Mitchell S. Nussbaum, Esq. (via facsimile) Loeb & Loeb LLP
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4631
November 6, 2009
Via U.S. mail and facsimile
Mr. Paul K. Kelly Chief Executive Officer China Holdings Acquisition Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801
Re: China Ceramics Co., Ltd.
Amendment No. 3 to Registrati on Statement on Form F-4
Filed November 5, 2009
File No. 333-161557
Dear Mr. Kelly:
We have reviewed your filing and have the following comments.
General
1. Please file the final executed versio ns of the legal and tax opinions.
Summary, page 6
2. We note your response to comment 7 in our letter dated November 3, 2009.
Please also update your disclosure rega rding the closing conditions in the
Summary section on page 11. Disclose the date you expect to close the business
combination transaction, and whether you expect that a definitive purchase
agreement for the Gaoan production facility will be entered into prior to November 21, 2009. Please also provide a ppropriate risk factor disclosure
relating to the Gaoan producti on facility closing condition.
Selected Unaudited Pro Forma Consolid ated Financial Information, page 21
3. We note your response to comment 13 in our letter dated November 3, 2009. In
note (A) on pages 91 and 96, you indicate that upon their release from escrow, the
shares will be recorded as an adjustment to China Ceramic’s basis in Hengda. Please clarify or revise here and elsewhere in the filing, accordingly.
Mr. Paul K. Kelly
China Ceramics Co., Ltd.
November 6, 2009 Page 2 Comparative Per Share Information, page 23
4. We note your response to comment 14 in our letter dated November 3, 2009. It is
still not clear where you have presented equivalent pro forma per share amounts
for Success Winner. It also appears that your historical per share information for Success Winner does not reflect the fact that Success Winner had only one share
outstanding. Please address the following:
• The historical financial in formation provided in this table should be the same
as the amounts included in the historical financial statements provided in the
filing. Please revise the historical per share information to reflect the fact that Success Winner had only one share outstandi ng, which is consistent with this
entity’s historical financial statements;
• Please clearly present the e quivalent pro forma per share amounts in the table,
which should include the equivalent pro forma book value per share and
equivalent pro forma income (loss) per share from continuing operations. As
disclosed in note (11) on page 26, th ese equivalent pro forma per share
amounts should be determined by multiplying the combined company pro
forma earnings per share by the exchange ratio; and
• You present pro forma cash dividends per share amounts. Given that
elsewhere in the filing, including on pa ge 23, you state that you do not intend
to pay cash dividends, it is not clear why you have presented pro forma cash
dividends per share amounts. Please advise or revise as necessary.
Please refer to Instruction 1 to Item 3(f) of Part I.A of the Form F-4.
Risk Factors, page 28
China Ceramics, Success Winner and Stand Best each may be classified . . ., page 41
5. We note your disclosure on pages 158 and 159 that non-PRC residents may be
subject to 10% PRC income tax on dividends received from China Ceramics, as well as on any gain realized from the transf er of shares by such investors. Please
revise the heading of this risk factor to disclose the possibility that investors may
be responsible for paying PRC income taxe s, and penalties for failure to pay PRC
income tax. Please also expand your risk factor disclosure here and in the
Summary section on page 17 regarding the potential penalties for failure to pay
applicable PRC income tax.
Mr. Paul K. Kelly
China Ceramics Co., Ltd. November 6, 2009 Page 3 Exhibit 8.1 – Opinion of Loeb & Loeb LLP
6. We note your response to comment 39 in our letter dated November 3, 2009.
Please have counsel delete th e last sentence in the first paragraph on page 2 of its
tax opinion as inappropriate.
As appropriate, please amend your regist ration statement in response to these
comments. You may contact Ernest Greene, Staff Accountant, at (202) 551-3733 or
Nudrat Salik, Staff Account ant, at (202) 551-3692 if you have questions regarding
comments on the financial statements and rela ted matters. Please contact Hagen Ganem,
Staff Attorney, at (202) 551-3330 or Brigitte Lippmann, Special Counsel, at (202) 551-
3713 with any other questions.
Sincerely, Pamela A. Long Assistant Director
cc: Mitchell S. Nussbaum, Esq. (via facsimile)
Loeb & Loeb LLP