SEC Comment Letter for Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683) (AEHL) — Aug 19, 2010
Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683)
Date: Aug. 19, 2010 · CIK: 0001470683 · Accession: 0000000000-10-047600
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
August 13, 2010
Via Facsimile (212) 407-4990 and U.S. Mail
China Ceramics, Co., Ltd. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154
Re: China Ceramics Co., Ltd.
Schedule TO-I/A
Filed August 11, 2010 File No. 005-85253
Dear Mr. Caruso:
We have limited our review of your amended filing and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Schedule TO-I/A
Exhibit 99(a)(1)(A): Offer to Exchange
Cover page
1. We note the response to prior comment 3. Please revise to specify the book value per share as of the most recent balance sheet date. Refer to Item 1010(c) of Regulation M-A.
Giovanni Caruso, Esq.
Loeb & Loeb LLP
August 13, 2010 Page 2
2. We refer to your response to prior comment 5. Supplementally advise us of the
percentage of warrants beneficially owned by each of the 12 persons who executed lock-up agreements.
* * *
As appropriate, please amend your filing in response to these comments. Please
electronically submit a cover letter with your amendment that keys your responses to our comments. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all material information to investors. Since the bidder is in possession of all facts relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.
In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Giovanni Caruso, Esq.
Loeb & Loeb LLP August 13, 2010 Page 3
Please direct any questions to me at (202) 551-3757. You may also contact me via
facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code:
20549-3628.
S i n c e r e l y ,
M e l l i s s a C a m p b e l l D u r u Special Counsel Office of Mergers & Acquisitions Cc: (via facsimile) Giovanni Caruso, Esq. Loeb & Loeb, LLP