SEC Comment Letter for Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683) (AEHL) — Jun 21, 2010
Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683)
Date: June 21, 2010 · CIK: 0001470683 · Accession: 0000000000-10-034603
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-161557, 333-164784
Referenced dates: March 29, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE June 21, 2010 Via U.S. Mail Huang Jia Dong Chief Executive Officer China Ceramics Co., Ltd. c/o Jinjiang Hengda Ceramics Co., Ltd. Junbing Industrial Zone Anhai, Jinjiang City Fujian Province, PRC
RE: China Ceramics Co., Ltd. Amendment No. 2 to Form F-1 Filed June 7, 2010 File No. 333-164784
Dear Mr. Huang: We have reviewed the above-referenced filing and have the following comments.
General
1. We note your response to comment one in our letter dated March 29, 2010. Please provide us with a detailed calculat ion of the number of shares that you are registering for resale on this registrati on statement compared to the number of outstanding shares held by non-affiliates. In doing so, please show us how you calculate the number of out standing shares held by non-a ffiliates (i.e., your public float). 2. We note your new disclosure beneath the f ee table indicating that this registration statement “also constitutes post-effec tive amendment no. 1 on Form F-1 to registration statement 333-161557.” With rega rd to this new disclosure, please address the following comments: • Please supplementally advise us of your basis for filing a post-effective amendment to what appears to be an already complete offering. In this regard, we note that the registrati on statement on Form F-4 (Reg. No. 333- 161557) covering the offering became effective on November 11, 2009 and that, based on disclosure in your public filings, on November 20, 2009 you
Huang Jia Dong China Ceramics Co., Ltd. June 21, 2010 Page 2 completed the business combination transaction to which the registered offering related. All of the securities issu ed in that transac tion appear to have been covered by the aforementioned registration statement on Form F-4.
• If you retain the new post-effective amendment disclosu re, please revise your disclosure to clarify that you are seeking to register the primary offering of the shares underlying the warrants cove red by the Form F-4 (333-161557).
• If you retain the new post- effective amendment disclo sure, please revise the note to your fee table to co rrectly indicate that the registration statement under file number 333-161557 was on Form F-4, not Form F-1.
• If you retain the new post- effective amendment disclo sure, please clarify how you calculated the number of shares underl ying warrants to be covered by the post-effective amendment. In this re gard, we note that the Form F-4 (333- 161557) related to, in part, 15,550,000 shares underlying warrants.
Please note that we may have additio nal comments based on your response. Item 8. Exhibits, page II-3
3. Please file updated opinions of counsel to reflect the changes that you have made to the proposed offering.
4. Please revise your exhibit index to provi de a reference to Exhibit 24.1 as it appears that your registration statement has been signed on behalf of persons pursuant to powers of attorney. See Item 601(b)(24) of Regulation S-K.
Huang Jia Dong China Ceramics Co., Ltd. June 21, 2010 Page 3 As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. You may contact Hagen Gane m, Staff Attorney, at (202) 551-3330 or Dietrich King, Staff Attorney, at (202) 551- 3338 if you have any questions.
S i n c e r e l y ,
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
June 21, 2010
Via U.S. Mail
Huang Jia Dong
Chief Executive Officer
China Ceramics Co., Ltd. c/o Jinjiang Hengda Ceramics Co., Ltd. Junbing Industrial Zone Anhai, Jinjiang City
Fujian Province, PRC
RE: China Ceramics Co., Ltd.
Amendment No. 2 to Form F-1
Filed June 7, 2010
File No. 333-164784
Dear Mr. Huang:
We have reviewed the above-referenced filing and have the following comments.
General
1. We note your response to comment one in our letter dated March 29, 2010.
Please provide us with a detailed calculat ion of the number of shares that you are
registering for resale on this registrati on statement compared to the number of
outstanding shares held by non-affiliates. In doing so, please show us how you
calculate the number of out standing shares held by non-a ffiliates (i.e., your public
float).
2. We note your new disclosure beneath the f ee table indicating that this registration
statement “also constitutes post-effec tive amendment no. 1 on Form F-1 to
registration statement 333-161557.” With rega rd to this new disclosure, please
address the following comments:
• Please supplementally advise us of your basis for filing a post-effective
amendment to what appears to be an already complete offering. In this
regard, we note that the registrati on statement on Form F-4 (Reg. No. 333-
161557) covering the offering became effective on November 11, 2009 and
that, based on disclosure in your public filings, on November 20, 2009 you
Huang Jia Dong
China Ceramics Co., Ltd.
June 21, 2010 Page 2
completed the business combination transaction to which the registered offering related. All of the securities issu ed in that transac tion appear to have
been covered by the aforementioned registration statement on Form F-4.
• If you retain the new post-effective amendment disclosu re, please revise your
disclosure to clarify that you are seeking to register the primary offering of the
shares underlying the warrants cove red by the Form F-4 (333-161557).
• If you retain the new post- effective amendment disclo sure, please revise the
note to your fee table to co rrectly indicate that the registration statement under
file number 333-161557 was on Form F-4, not Form F-1.
• If you retain the new post- effective amendment disclo sure, please clarify how
you calculated the number of shares underl ying warrants to be covered by the
post-effective amendment. In this re gard, we note that the Form F-4 (333-
161557) related to, in part, 15,550,000 shares underlying warrants.
Please note that we may have additio nal comments based on your response.
Item 8. Exhibits, page II-3
3. Please file updated opinions of counsel to reflect the changes that you have made
to the proposed offering.
4. Please revise your exhibit index to provi de a reference to Exhibit 24.1 as it
appears that your registration statement has been signed on behalf of persons
pursuant to powers of attorney. See Item 601(b)(24) of Regulation S-K.
Huang Jia Dong
China Ceramics Co., Ltd. June 21, 2010 Page 3
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Hagen Gane m, Staff Attorney, at (202) 551-3330 or Dietrich
King, Staff Attorney, at (202) 551- 3338 if you have any questions.
S i n c e r e l y ,
Pamela A. Long Assistant Director
cc: Mitchell S. Nussbaum, Esq. (via facsimile) Loeb & Loeb LLP