SEC Company Response from Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683) (AEHL) — Aug 16, 2010
Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683)
Date: Aug. 16, 2010 · CIK: 0001470683 · Accession: 0001144204-10-044719
AI Filing Summary & Sentiment
Reasoning
Referenced dates: August 13, 2010
Letter
Securities and Exchange Commission China Ceramics Co., Ltd. Schedule TO-I/A Filed August 11, 2010 File No. 005-85253
Re:
Dear Ms. Duru:
On behalf of our client, China Ceramics Co., Ltd., a British Virgin Islands business company (the “Company”), we hereby provide responses to comments issued in a letter dated August 13, 2010 (the “Staff’s Letter”) regarding the Company’s Schedule TO-I/A and related exhibits (the “Tender Offer Documents”).
In order to facilitate the review by the Commission’s staff (the “Staff”) of the Tender Offer Documents, we have responded, on behalf of the Company, to each of the comments set forth in the Staff’s Letter, on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter.
The Company’s responses to the Staff’s comments set forth in the Staff’s Letter are as follows:
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 book value per share as of the most recent balance sheet date. Refer to Item 1010(c) of Regulation M-A.
COMPANY RESPONSE: Changes in response to the Staff’s comment have been made in the Offer Letter under “The Offer, Section 9. Financial Information Regarding the Company.”
Warrant Holder Lock Up Agreements, page 13
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 arrangements.
COMPANY RESPONSE: The below table indicates the percentage of warrants beneficially owned by each of the persons who signed lock-up arrangements with the Company.
Name
Relationship to Company
Warrants Subject to Lock-Up
Percentage of Total Outstanding Warrants
Steven Oliveira (1)
None
1,970,000
13.54 %
Clear Harbor Asset Management, LLC
None
1,039,600
7.14 %
Bradley Radoff
None
415,000
2.85 %
Greenstone Value Opportunity Fund
None
400,000
2.75 %
Clear Harbor Asset Management, LLC
None
393,400
2.70 %
Perry J. Radoff, PC, Profit Sharing Plan
None
345,000
2.37 %
Paul Kelly
Non-Executive Chairman and Director
941,875
6.47 %
Cheng Yan Davis
Director
99,000
0.68 %
James D. Dunning, Jr.
Former Officer or Director
941,875
6.47 %
Alan G. Hassenfeld
Former Officer or Director
495,000
3.40 %
Xiao Feng
Former Officer or Director
49,500
0.34 %
Gregory E. Smith
Former Officer or Director
123,750
0.85 %
TOTAL
7,214,000
49.57 %
(1) Mr. Oliveira has beneficial ownership of the shares owned by Chardan SPAC Asset Management, Steven M. Oliveira 1998 Charitable Remainder Unitrust and Steven M. Oliveira Roth IRA.
In addition, included herewith is a written statement by the Company in which it acknowledges 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.
Thank you for your time and attention to this filing. Should you have any questions concerning any of the foregoing please contact me by telephone at (212) 407-4866.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
Loeb & Loeb LLP
CHINA CERAMICS CO., LTD.
c/o Jinjiang Hengda Ceramics Co., Ltd.
Junbing Industrial Zone
Anhai, Jinjiang City
Fujian Province, PRC
August 16, 2010
Melissa Campbell Duru
Securities and Exchange Commission
F. Street, N.E.
Washington, D.C. 20549-3628
Mail Stop 3030
Re:
China Ceramics Co., Ltd.
Schedule TO-I/A
Filed August 11, 2010
File No. 005-85253
Dear Ms. Duru:
I am the Chief Financial Officer of China Ceramics Co., Ltd., a British Virgin Islands business company (the “Company”), writing for and on behalf of the Company. The Company hereby acknowledges that:
·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
·
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; 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.
Sincerely,
/s/ Hen
Man Edmund
Show Raw Text
CORRESP
1
filename1.htm
Unassociated Document
August
16, 2010
Melissa Campbell Duru
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549-3628
Mail
Stop 3030
Re:
China
Ceramics Co., Ltd.
Schedule
TO-I/A
Filed
August 11, 2010
File
No. 005-85253
Dear Ms. Duru:
On behalf
of our client, China Ceramics Co., Ltd., a British Virgin Islands business
company (the “Company”), we hereby provide responses to comments issued in a
letter dated August 13, 2010 (the “Staff’s Letter”) regarding the Company’s
Schedule TO-I/A and related exhibits (the “Tender Offer
Documents”).
In order
to facilitate the review by the Commission’s staff (the “Staff”) of the Tender
Offer Documents, we have responded, on behalf of the Company, to each of the
comments set forth in the Staff’s Letter, on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraphs in the Staff’s
Letter.
The
Company’s responses to the Staff’s comments set forth in the Staff’s Letter are
as follows:
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
book value per share as of the most recent balance sheet
date. Refer to Item 1010(c) of Regulation
M-A.
COMPANY
RESPONSE: Changes in response to the Staff’s comment have been made in the Offer
Letter under “The Offer, Section 9. Financial Information Regarding the
Company.”
Warrant Holder Lock Up
Agreements, page 13
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
arrangements.
COMPANY
RESPONSE: The below table indicates the percentage of warrants beneficially
owned by each of the persons who signed lock-up arrangements with the
Company.
Name
Relationship
to Company
Warrants
Subject to Lock-Up
Percentage
of Total Outstanding Warrants
Steven
Oliveira (1)
None
1,970,000
13.54
%
Clear
Harbor Asset Management, LLC
None
1,039,600
7.14
%
Bradley
Radoff
None
415,000
2.85
%
Greenstone
Value Opportunity Fund
None
400,000
2.75
%
Clear
Harbor Asset Management, LLC
None
393,400
2.70
%
Perry
J. Radoff, PC, Profit Sharing Plan
None
345,000
2.37
%
Paul
Kelly
Non-Executive
Chairman and Director
941,875
6.47
%
Cheng
Yan Davis
Director
99,000
0.68
%
James
D. Dunning, Jr.
Former
Officer or Director
941,875
6.47
%
Alan
G. Hassenfeld
Former
Officer or Director
495,000
3.40
%
Xiao
Feng
Former
Officer or Director
49,500
0.34
%
Gregory
E. Smith
Former
Officer or Director
123,750
0.85
%
TOTAL
7,214,000
49.57
%
(1) Mr.
Oliveira has beneficial ownership of the shares owned by Chardan SPAC Asset
Management, Steven M. Oliveira 1998 Charitable Remainder Unitrust and Steven M.
Oliveira Roth IRA.
In
addition, included herewith is a written statement by the Company in which it
acknowledges 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.
Thank you
for your time and attention to this filing. Should you have any
questions concerning any of the foregoing please contact me by telephone at
(212) 407-4866.
Sincerely,
/s/
Giovanni Caruso
Giovanni
Caruso
Loeb & Loeb LLP
CHINA
CERAMICS CO., LTD.
c/o
Jinjiang Hengda Ceramics Co., Ltd.
Junbing
Industrial Zone
Anhai,
Jinjiang City
Fujian
Province, PRC
August
16, 2010
Melissa
Campbell Duru
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549-3628
Mail
Stop 3030
Re:
China
Ceramics Co., Ltd.
Schedule
TO-I/A
Filed
August 11, 2010
File
No. 005-85253
Dear Ms.
Duru:
I am the
Chief Financial Officer of China Ceramics Co., Ltd., a British Virgin Islands
business company (the “Company”), writing for and on behalf of the
Company. The Company hereby acknowledges that:
·
the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
·
staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filing; 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.
Sincerely,
/s/ Hen
Man Edmund
Hen Man
Edmund
Chief
Financial Officer