|
Transaction
valuation*
$13,389,633
|
Amount
of filing fee
$954.68
|
|
*
|
Estimated
for purposes of calculating the amount of the filing fee only. China
Ceramics Co., Ltd. (the “Company”) is offering holders of 14,553,949 of
the Company’s warrants (the “Warrants”), which consist of (i) 11,803,949
warrants initially issued in the initial public offering of the Company’s
predecessor, China Holdings Acquisition Corp. (“CHAC”) and (ii) 2,750,000
warrants initially issued to certain of CHAC’s founding shareholders in a
private placement that closed simultaneously with its initial
public offering, the opportunity to exchange such Warrants for the
Company’s shares, par value $0.001 per share (“Shares”) by tendering four
Warrants in exchange for one Share. The amount of the filing
fee assumes that all outstanding Warrants will be exchanged and is
calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of
1934, as amended, which equals $71.30 for each $1,000,000 of the value of
the transaction. The transaction value was determined by using
the average of the high and low prices of publicly traded Warrants on July
23, 2010, which was $0.92.
|
|
¨
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
|
|
Amount
Previously Paid:
|
Filing
Party:
|
|
Form
or Registration No.:
|
Date
Filed:
|
|
¨
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
|
Item
1.
|
Summary
Term Sheet.
|
|
Item
2.
|
Subject
Company Information.
|
|
Item
3.
|
Identity
and Background of Filing Person.
|
|
Name
|
Position
|
|
Huang
Jia Dong
|
Director
and Chief Executive Officer
|
|
Su
Pei Zhi
|
Director
and Sales Deputy General Manager
|
|
Paul
K. Kelly
|
Director
and Non-Executive Chairman
|
|
Cheng
Yan Davis
|
Director
|
|
Hen
Man Edmund
|
Chief
Financial Officer
|
|
Ding
Wei Dong
|
Director
|
|
Bill
Stulginsky
|
Director
|
|
Su
Wei Feng
|
Director
and Corporate
Secretary
|
|
Item
4.
|
Terms
of the Transaction.
|
|
Item
5.
|
Past
Contracts, Transactions, Negotiations and
Arrangements.
|
|
Item
6.
|
Purposes
of the Transaction and Plans or
Proposals.
|
|
Item
7.
|
Source
and Amount of Funds or Other
Consideration.
|
|
Item
8.
|
Interest
in Securities of the Subject
Company.
|
|
Item
9.
|
Person/Assets,
Retained, Employed, Compensated or
Used.
|
|
Item
10.
|
Financial
Statements.
|
|
Item
11.
|
Additional
Information.
|
|
Item
12.
|
Exhibits.
|
|
Exhibit
Number
|
Description
|
|
(a)(1)(A)
|
Offer
to Exchange dated July 27,
2010.
|
|
(a)(1)(B)
|
Letter
of Transmittal (including Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form
W-9).
|
|
(a)(1)(C)
|
Form
of Notice of Guaranteed Delivery.
|
|
(a)(1)(D)
|
Form
of letter to brokers, dealers, commercial banks, trust companies and other
nominees to their clients.
|
|
(a)(1)(E)
|
Form
of letter to be used by brokers, dealers, commercial banks, trust
companies and other nominees for their clients.
|
|
(a)(5)(A)
|
Financial
statements of China Ceramics Co., Ltd.****
|
|
(a)(5)(B)
|
The
Company’s Annual Report on Form 20-F filed with the SEC on May 17,
2010.
|
|
(a)(5)(C)
|
The
Company’s form 6-K filed with the SEC on June 1, 2010.
|
|
(a)(5)(D)
|
Press Release, dated July 28, 2010. |
|
(b)
|
Not
applicable.
|
|
(d)(1)*
|
Form
of Voting Agreement.**
|
|
(d)(2)*
|
Form
of Registration Rights Agreement among China Holding Acquisition Corp. and
the founders.*
|
|
(d)(3)
|
Form
of Earn-Out Escrow Agreement.***
|
|
(d)(4)
|
Form
of Indemnity Escrow Agreement***
|
|
(d)(5)
|
Form
of Lock-Up Agreement for China Holding Acquisition Corp.
founders.***
|
|
(d)(6)
|
Form
of Lock-Up Agreement for Warrantholders.
|
|
(d)(7)
|
Warrant
Agreement, dated as of November 15,2007, by and between China Holding
Acquisition Corp. and Continental Stock Transfer & Trust
Company.**
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|
|
*
|
Incorporated
by reference to China Holding Acquisition Corp.’s Registration Statement
on Form S-1 or amendments thereto (File No.
333-145154).
|
|
**
|
Incorporated
by reference to China Holding Acquisition Corp.’s Form 8-K, dated November
28, 2007.
|
|
***
|
Incorporated
by reference to the Company’s registration statement on Form F-4 (File No.
333-161557).
|
|
****
|
Incorporated
by reference to the Company’s Annual Report on Form 20-F filed with the
Securities and Exchange Commission on May 17,
2010.
|
|
Item
13.
|
Information
Required by Schedule 13e-3.
|
| CHINA CERAMICS CO., LTD. | |||
|
|
By:
|
/s/ Hen Man Edmund | |
| Name: Hen Man Edmund | |||
| Title: Chief Financial Officer | |||
|
Exhibit
Number
|
Description
|
|
(a)(1)(A)
|
Offer
to Exchange dated July 27,
2010.
|
|
(a)(1)(B)
|
Letter
of Transmittal (including Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form
W-9).
|
|
(a)(1)(C)
|
Form
of Notice of Guaranteed Delivery.
|
|
(a)(1)(D)
|
Form
of letter to brokers, dealers, commercial banks, trust companies and other
nominees to their clients.
|
|
(a)(1)(E)
|
Form
of letter to be used by brokers, dealers, commercial banks, trust
companies and other nominees for their clients.
|
|
(a)(5)(A)
|
Financial
statements of China Ceramics Co., Ltd.****
|
|
(a)(5)(B)
|
The
Company’s Annual Report on Form 20-F filed with the SEC on May 17,
2010.
|
|
(a)(5)(C)
|
The
Company’s form 6-K filed with the SEC on June 1, 2010.
|
|
(a)(5)(D)
|
Press Release, dated July 28, 2010. |
|
(b)
|
Not
applicable.
|
|
(d)(1)*
|
Form
of Voting Agreement.**
|
|
(d)(2)*
|
Form
of Registration Rights Agreement among China Holding Acquisition Corp. and
the founders.*
|
|
(d)(3)
|
Form
of Earn-Out Escrow Agreement.***
|
|
(d)(4)
|
Form
of Indemnity Escrow Agreement***
|
|
(d)(5)
|
Form
of Lock-Up Agreement for China Holding Acquisition Corp.
founders.***
|
|
(d)(6)
|
Form
of Lock-Up Agreement for Warrantholders.
|
|
(d)(7)
|
Warrant
Agreement, dated as of November 15,2007, by and between China Holding
Acquisition Corp. and Continental Stock Transfer & Trust
Company.**
|
|
(g)
|
Not
applicable.
|
|
*
|
Incorporated
by reference to CHAC’s Registration Statement on Form S-1 or amendments
thereto (File No. 333-145154).
|
|
**
|
Incorporated
by reference to CHAC’s Form 8-K, dated November 28,
2007.
|
|
***
|
Incorporated
by reference to the Company’s registration statement on Form F-4 (File No.
333-161557).
|
|
****
|
Incorporated
by reference to the Company’s Annual Report on Form 20-F filed with the
Securities and Exchange Commission on May 17,
2010.
|