SEC Company Response from Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683) (AEHL) — Sep 15, 2015
Antelope Enterprise Holdings Ltd (AEHL) (CIK 0001470683)
Date: Sept. 15, 2015 · CIK: 0001470683 · Accession: 0001144204-15-055022
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-206516
Referenced dates: September 8, 2015
Letter
Division of Corporation Finance United States Securities and Exchange Commission Re: China Ceramics Co., Ltd. Registration Statement on Form F-3 Filed August 21, 2015 File No. 333-206516 (the “F-3 Filing”)
Dear Mr. Ingram:
On behalf of China Ceramics Co., Ltd. (the “Company”), we are writing in response to the comments of the staff of the Commission (the “Staff”) on the F-3 Filing as transmitted by a letter dated September 8, 2015 (the “Comment Letter”) to Edmund Hen, Chief Financial Officer of the Company. The answers set forth herein refer to each of the Staff’s comments by number. This letter sets forth the Company’s proposed disclosures and responses to the Comment Letter. For your convenience, we have restated the comments from the Comment Letter below, followed by the Company’s responses. An amended filing to the F-3 Filing (the “Amended F-3 Filing”) reflecting changes in response to your comments is being filed today via the Commission’s EDGAR system.
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.
Response: A copy of the revised Exhibit 5.1 legal opinion addressing the above comment is filed as an exhibit to the Amended F-3 Filing.
September 15, 2015
Page 2
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.
Response: A copy of the revised Exhibit 5.1 legal opinion addressing the above comment is filed as an exhibit to the Amended F-3 Filing.
**************
Please feel free to contact the undersigned at 202-724-6848 with any questions.
Very truly yours,
/s/
Ralph V. De Martino
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CORRESP
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filename1.htm
Schiff Hardin LLP
901 K Street N.W.
Suite 700
Washington, DC 20001
T 202.778.6400
F 202.778.6460
schiffhardin.com
Ralph V. De Martino
202.724.6848
rdemartino@schiffhardin.com
September 15, 2015
VIA SEC EDGAR
Division of Corporation
Finance
United States Securities
and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Jay Ingram, Legal Branch Chief
Asia Timmons-Pierce, Staff Attorney
Re:
China Ceramics Co., Ltd.
Registration Statement on Form F-3
Filed August 21, 2015
File No. 333-206516 (the “F-3 Filing”)
Dear Mr. Ingram:
On behalf of China
Ceramics Co., Ltd. (the “Company”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the F-3 Filing as transmitted by a letter dated September 8, 2015 (the “Comment Letter”) to
Edmund Hen, Chief Financial Officer of the Company. The answers set forth herein refer to each of the Staff’s comments by
number. This letter sets forth the Company’s proposed disclosures and responses to the Comment Letter. For your convenience,
we have restated the comments from the Comment Letter below, followed by the Company’s responses. An amended filing to the
F-3 Filing (the “Amended F-3 Filing”) reflecting changes in response to your comments is being filed today via the
Commission’s EDGAR system.
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.
Response: A
copy of the revised Exhibit 5.1 legal opinion addressing the above comment is filed as an exhibit to the Amended F-3 Filing.
September 15, 2015
Page 2
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.
Response: A
copy of the revised Exhibit 5.1 legal opinion addressing the above comment is filed as an exhibit to the Amended F-3 Filing.
**************
Please feel free to
contact the undersigned at 202-724-6848 with any questions.
Very truly yours,
/s/
Ralph V. De Martino
Ralph V. De Martino
Cc:
Edmund Hen, CFO
Alec Orudjev, Esq., Schiff Hardin LLP