SEC Comment Letter for Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683) (AEHL) — Sep 8, 2015
Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683)
Date: Sept. 8, 2015 · CIK: 0001470683 · Accession: 0000000000-15-044694
AI Filing Summary & Sentiment
File numbers found in text: 333-206516
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Mail Stop 4631
September 8, 2015
Via E -mail
Mr. Edmund Hen
Chief Financial Officer
China Ceramics Co., Ltd
Junbing Industrial Zone, Anhai, Jinjiang City, Fujian Province, PRC
Re: China Ceramics Co., Ltd
Registration Statement on Form F-3
Filed August 21, 2015
File No. 333-206516
Dear Mr. Hen :
We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information . If you do not believe our com ments 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 registration statement and the information you
provide in response to these comments, w e may have additional comments.
Exhibit 5.1
1. Please obtain and file a revised legality opinion that opines on whether the debt securities
will be a binding obligation of the registrant under the law of the jurisdiction governing the
indenture agreement. We note that the form of indenture agreement filed as Exhibit 4.5
indicates that the indenture and the debt securities will be governed by, and construed in
accordance with, the internal laws of the State of New York . For guidance, please refer to
Section II.B.1.f. of Staff Legal Bulletin 19.
2. Please obtain and file a revised legality opinion that opines whether the warrants will be a
binding obligation of the registrant under the law of the jurisdiction governing the w arrant
agreement.
Mr. Edmund Hen
China Ceramics Co., Ltd
September 8, 2015
Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleratio n of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not fo reclose the Commission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
Mr. Edmund Hen
China Ceramics Co., Ltd
September 8, 2015
Page 3
Please contact Asia Timmons -Pierce, Staff Attorney, at (202) 551 -3754 or me at (202)
551- 3397 with any other questions.
Sincerely,
/s/ Jay Ingram
Jay Ingram
Legal B ranch Chief
Office of Manufacturing and
Construction
cc: Ralph V. De Martino (via e -mail)
Schiff Hardin LLP